<PAGE>   1
                                                                     EXHIBIT 4.2



                              JABIL CIRCUIT, INC.,
                                                      Issuer


                                       to


                             THE BANK OF NEW YORK,
                                                      Trustee


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

                                   INDENTURE

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


                             Dated as of     , 20__


                             Senior Debt Securities


<PAGE>   2


                         Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture

<TABLE>
<CAPTION>
Trust Indenture
   Act Section                                                                      Indenture Section

<S>                                                                                 <C>
ss.310(a)(1) ...................................................................           6.7
 (a)(2) ........................................................................           6.7
 (b) ...........................................................................           6.8
ss.312(a) ......................................................................           7.1
 (b) ...........................................................................           7.2
 (c) ...........................................................................           7.2
ss.313(a) ......................................................................           7.3
 (b)(2) ........................................................................           7.3
 (c) ...........................................................................           7.3
 (d) ...........................................................................           7.3
ss.314(a) ......................................................................           7.4
 (b) ...........................................................................          16.4
 (c)(1) ........................................................................           1.2
 (c)(2) ........................................................................           1.2
 (d) ...........................................................................          16.4
 (e) ...........................................................................           1.2
 (f) ...........................................................................           1.2
ss.316(a) (last sentence) ......................................................           1.1
 (a)(1)(A) .....................................................................     5.2, 5.12
 (a)(1)(B) .....................................................................          5.13
 (b) ...........................................................................           5.8
ss.317(a)(1) ...................................................................           5.3
 (a)(2) ........................................................................           5.4
 (b) ...........................................................................          10.3
ss.318(a) ......................................................................           1.8
</TABLE>

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

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

           Attention should also be directed to Section 318(c) of the Trust
           Indenture Act, which provides that the provisions of Sections 310 to
           and including 317 are a part of and govern every qualified
           indenture, whether or not physically contained herein.


<PAGE>   3


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                    PAGE
                                                                                                                    ----


<S>                                                                                                                 <C>
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................................     1
         Section 1.1.      Definitions...........................................................................     1
         Section 1.2.      Compliance Certificates and Opinions..................................................    13
         Section 1.3.      Form of Documents Delivered to Trustee................................................    13
         Section 1.4.      Acts of Holders.......................................................................    14
         Section 1.5.      Notices, etc., to Trustee and Company.................................................    16
         Section 1.6.      Notice to Holders of Securities; Waiver...............................................    16
         Section 1.7.      Language of Notices...................................................................    17
         Section 1.8.      Conflict with Trust Indenture Act.....................................................    17
         Section 1.9.      Effect of Headings and Table of Contents..............................................    17
         Section 1.10.     Successors and Assigns................................................................    17
         Section 1.11.     Separability Clause...................................................................    17
         Section 1.12.     Benefits of Indenture.................................................................    17
         Section 1.13.     Governing Law.........................................................................    18
         Section 1.14.     Business Day Convention...............................................................    18
         Section 1.15.     Counterparts..........................................................................    18
         Section 1.16.     Judgment Currency.....................................................................    18
         Section 1.17.     Limitation on Individual Liability....................................................    19

ARTICLE 2 SECURITIES FORMS.......................................................................................    19
         Section 2.1.      Forms Generally.......................................................................    19
         Section 2.2.      Form of Trustee's Certificate of Authentication.......................................    20
         Section 2.3.      Securities in Global Form.............................................................    20

ARTICLE 3 THE SECURITIES.........................................................................................    21
         Section 3.1.      Amount Unlimited; Issuable in Series..................................................    21
         Section 3.2.      Currency; Denominations...............................................................    24
         Section 3.3.      Execution, Authentication, Delivery and Dating........................................    25
         Section 3.4.      Temporary Securities..................................................................    26
         Section 3.5.      Registration, Transfer and Exchange...................................................    27
         Section 3.6.      Mutilated, Destroyed, Lost and Stolen Securities......................................    30
         Section 3.7.      Payment of Interest and Certain Additional Amounts; Rights to Interest and
                           Certain Additional Amounts Preserved..................................................    31
         Section 3.8.      Persons Deemed Owners.................................................................    33
         Section 3.9.      Cancellation..........................................................................    34
         Section 3.10.     Computation of Interest...............................................................    34
         Section 3.11.     CUSIP Numbers.........................................................................    34

</TABLE>


                                       i


<PAGE>   4


<TABLE>
<S>                                                                                                                  <C>
ARTICLE 4 SATISFACTION AND DISCHARGE OF INDENTURE................................................................    34
         Section 4.1.      Satisfaction and Discharge............................................................    34
         Section 4.2.      Defeasance and Covenant Defeasance....................................................    36
         Section 4.3.      Application of Trust Money............................................................    39

ARTICLE 5 REMEDIES...............................................................................................    40
         Section 5.1.      Events of Default.....................................................................    40
         Section 5.2.      Acceleration of Maturity; Rescission and Annulment....................................    41
         Section 5.3.      Collection of Indebtedness and Suits for Enforcement by Trustee.......................    42
         Section 5.4.      Trustee May File Proofs of Claim......................................................    43
         Section 5.5.      Trustee May Enforce Claims without Possession of Securities or Coupons................    44
         Section 5.6.      Application of Money Collected........................................................    44
         Section 5.7.      Limitations on Suits..................................................................    45
         Section 5.8.      Unconditional Right of Holders to Receive Principal and any Premium,
                           Interest and Additional Amounts.......................................................    45
         Section 5.9.      Restoration of Rights and Remedies....................................................    46
         Section 5.10.     Rights and Remedies Cumulative........................................................    46
         Section 5.11.     Delay or Omission Not Waiver..........................................................    46
         Section 5.12.     Control by Holders of Securities......................................................    46
         Section 5.13.     Waiver of Past Defaults...............................................................    47
         Section 5.14.     Waiver of Usury, Stay or Extension Laws...............................................    47
         Section 5.15.     Undertaking for Costs.................................................................    47

ARTICLE 6 THE TRUSTEE............................................................................................    48
         Section 6.1.      Certain Rights of Trustee.............................................................    48
         Section 6.2.      Notice of Defaults....................................................................    49
         Section 6.3.      Not Responsible for Recitals or Issuance of Securities................................    50
         Section 6.4.      May Hold Securities...................................................................    50
         Section 6.5.      Money Held in Trust...................................................................    50
         Section 6.6.      Compensation and Reimbursement........................................................    50
         Section 6.7.      Corporate Trustee Required; Eligibility...............................................    51
         Section 6.8.      Resignation and Removal; Appointment of Successor.....................................    52
         Section 6.9.      Acceptance of Appointment by Successor................................................    53
         Section 6.10.     Merger, Conversion, Consolidation or Succession to Business...........................    54
         Section 6.11.     Appointment of Authenticating Agent...................................................    55

ARTICLE 7 HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY.......................................................    56
         Section 7.1.      Company to Furnish Trustee Names and Addresses of Holders.............................    56
         Section 7.2.      Preservation of Information; Communications to Holders................................    57
         Section 7.3.      Reports by Trustee....................................................................    57
         Section 7.4.      Reports by Company....................................................................    57

</TABLE>


                                      ii


<PAGE>   5


<TABLE>
<S>                                                                                                                  <C>
ARTICLE 8 CONSOLIDATION, MERGER AND SALES........................................................................    58
         Section 8.1.      Company May Consolidate, Etc., Only on Certain Terms..................................    58
         Section 8.2.      Successor Person Substituted for Company..............................................    59

ARTICLE 9 SUPPLEMENTAL INDENTURES................................................................................    59
         Section 9.1.      Supplemental Indentures without Consent of Holders....................................    59
         Section 9.2.      Supplemental Indentures with Consent of Holders.......................................    61
         Section 9.3.      Execution of Supplemental Indentures..................................................    62
         Section 9.4.      Effect of Supplemental Indentures.....................................................    62
         Section 9.5.      Reference in Securities to Supplemental Indentures....................................    62
         Section 9.6.      Conformity with Trust Indenture Act...................................................    63
         Section 9.7.      Notice of Supplemental Indenture......................................................    63

ARTICLE 10 COVENANTS.............................................................................................    63
         Section 10.1.     Payment of Principal, any Premium, Interest and Additional Amounts....................    63
         Section 10.2.     Maintenance of Office or Agency.......................................................    63
         Section 10.3.     Money for Securities Payments to Be Held in Trust.....................................    64
         Section 10.4.     Additional Amounts....................................................................    66
         Section 10.5.     Limitations upon Liens................................................................    66
         Section 10.6.     Limitations upon Sales and Leasebacks.................................................    70
         Section 10.7.     Restrictions on Funded Debt of Restricted Subsidiaries................................    71
         Section 10.8.     Corporate Existence...................................................................    72
         Section 10.9.     Waiver of Certain Covenants...........................................................    72
         Section 10.10.    Company Statement as to Compliance; Notice of Certain Defaults........................    73
         Section 10.11.    Calculation of Original Issue Discount................................................    73

ARTICLE 11 REDEMPTION OF SECURITIES..............................................................................    73
         Section 11.1.     Applicability of Article..............................................................    73
         Section 11.2.     Election to Redeem; Notice to Trustee.................................................    73
         Section 11.3.     Selection by Trustee of Securities to be Redeemed.....................................    74
         Section 11.4.     Notice of Redemption..................................................................    74
         Section 11.5.     Deposit of Redemption Price...........................................................    76
         Section 11.6.     Securities Payable on Redemption Date.................................................    76
         Section 11.7.     Securities Redeemed in Part...........................................................    77

ARTICLE 12 SINKING FUNDS.........................................................................................    77
         Section 12.1.     Applicability of Article..............................................................    77
         Section 12.2.     Satisfaction of Sinking Fund Payments with Securities.................................    77
         Section 12.3.     Redemption of Securities for Sinking Fund.............................................    78
</TABLE>


                                      iii


<PAGE>   6


<TABLE>

<S>                                                                                                                  <C>
ARTICLE 13 REPAYMENT AT THE OPTION OF HOLDERS....................................................................    78
         Section 13.1.     Applicability of Article..............................................................    78

ARTICLE 14 SECURITIES IN FOREIGN CURRENCIES......................................................................    79
         Section 14.1.     Applicability of Article..............................................................    79

ARTICLE 15 MEETINGS OF HOLDERS OF SECURITIES.....................................................................    79
         Section 15.1.     Purposes for Which Meetings May Be Called.............................................    79
         Section 15.2.     Call, Notice and Place of Meetings....................................................    79
         Section 15.3.     Persons Entitled to Vote at Meetings..................................................    80
         Section 15.4.     Quorum; Action........................................................................    80
         Section 15.5.     Determination of Voting Rights; Conduct and Adjournment of Meetings...................    81
         Section 15.6.     Counting Votes and Recording Action of Meetings.......................................    82

ARTICLE 16 SECURITY..............................................................................................    82
         Section 16.1.     Applicability of Article..............................................................    82
         Section 16.2.     Collateral Documents..................................................................    82
         Section 16.3.     Perfection and Opinions...............................................................    84
         Section 16.4.     Release of Collateral.................................................................    84
         Section 16.5.     Certificates of the Company and the Trustee...........................................    85
         Section 16.6.     Authorization of Actions to be taken by the Trustee under the Collateral
                           Documents.............................................................................    85
         Section 16.7.     Authorization of Receipt of Funds by the Trustee under the Collateral
                           Documents.............................................................................    86
         Section 16.8.     Disposition of Proceeds...............................................................    86
         Section 16.9.     Liens.................................................................................    87
         Section 16.10.    Security Interests....................................................................    87
         Section 16.11.    Further Assurances....................................................................    87
         Section 16.12.    Notices, etc., Relating to the Collateral Documents...................................    87

</TABLE>


                                      iv


<PAGE>   7


         INDENTURE, dated as of _____, 20___ (the "Indenture"), between JABIL
CIRCUIT, INC., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), having its principal
executive office located at 10560 Ninth Street North, St. Petersburg, Florida
33716, and The Bank of New York, a New York banking corporation (hereinafter
called the "Trustee"), having its Corporate Trust Office located at 101 Barclay
Street, Floor 21 West, New York, NY 10286.

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior
debentures, notes or other evidences of indebtedness (hereinafter called the
"Securities"), unlimited as to principal amount, to bear such rates of
interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit, subject to
Article 16, of all Holders of the Securities or of any series thereof and any
Coupons (as herein defined) as follows:

                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

    Section 1.1.      Definitions.

    Except as otherwise expressly provided in or pursuant to this Indenture or
unless the context otherwise requires, for all purposes of this Indenture:

            (1) the terms defined in this Article, either directly or by
reference to another Section hereof, have the meanings assigned to them in this
Article, and include the plural as well as the singular;

            (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


<PAGE>   8


            (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

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

            (5) the word "or" is always used inclusively (for example, the
phrase "A or B" means "A or B or both", not "either A or B but not both").

    Certain terms used principally in certain Articles hereof are defined in
those Articles.

    "Act", when used with respect to any Holders, has the meaning specified in
Section 1.4.

    "Additional Amounts" means any Additional Amounts which are required hereby
or by any Security, under circumstances specified herein or therein, to be paid
by the Company in respect of certain taxes, assessments or other governmental
charges imposed on Holders specified therein and which are owing to such
Holders.

    "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have the meanings correlative to
the foregoing.

    "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable for a term of more than 12 months, at any date as
of which the amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof (excluding any subsequent renewal or other extension options held by
the lessee), discounted from the respective due dates thereof to such date at
the interest rate inherent in such lease (such rate to be determined by any two
of the following: the President, any Vice President, the Treasurer and the
Controller of the Company), compounded annually. The net amount of rent
required to be paid under any such lease for any such period should be the
aggregate amount of the rent payable by the lessee with respect to such period
after excluding amounts required to be paid on account of maintenance and
repairs, services, insurance, taxes, assessments, water rates and similar
charges and contingent rents (such as those based on sales). In the case of any
lease which is terminable by the lessee upon the payment of a penalty, such net
amount of rent should include the lesser of (i) the total discounted net amount
of rent required to be paid from the later of the first date upon which such
lease may be so terminated or the date of the determination of such amount of
rent, as the case may be, and (ii) the amount of such penalty (in which event
no rent shall be considered as required to be paid under such lease subsequent
to the first date upon which it may be so terminated).

    "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.11 to act on behalf of the Trustee to authenticate Securities of
one or more series.


                                       2
<PAGE>   9


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

    "Authorized Officer" means, when used with respect to the Company, the
Chairman of the Board of Directors, a Vice Chairman, the President, any Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.

    "Bearer Security" means any Security in the form established pursuant to
Section 2.1 which is payable to bearer.

    "Board of Directors" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

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

    "Business Day", with respect to any Place of Payment or other location,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, any day other than a Saturday, Sunday or other day on which
banking institutions in such Place of Payment or other location are authorized
or obligated by law, regulation or executive order to close.

    "Capital Stock" means (i) with respect to any Person organized as a
Corporation, any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interest in (however
designated) corporate stock, and (ii) with respect to any Person that is not
organized as a Corporation, the partnership, membership or other equity
interests or participations in such Person.

    "Capitalized Lease Obligation" means an obligation of the lessee under any
lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP.

    "Collateral" means the collateral from time to time securing the Company's
obligations under the Securities of each applicable series pursuant to Article
16.

    "Collateral Agent" means Bank One, NA, or any successor thereto, as
Collateral Agent under the Collateral Documents.

    "Collateral Documents" means, collectively, the Pledge Agreement, the
Intercreditor Agreement, and any other documents in addition thereto or in lieu
thereof which are entered into from time to time to provide that the Securities
of each applicable series secured pursuant to


                                       3
<PAGE>   10


Article 16, will be secured equally and ratably with the Company's obligations
owing to the Lenders with a valid, perfected security interest in the
Collateral.

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

    "Common Stock" includes any capital stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Company and which is not subject to redemption by the Company.

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

    "Company Request" and "Company Order" mean, respectively, a written request
or order, as the case may be, signed in the name of the Company by the Chairman
of the Board of Directors, a Vice Chairman, the President, Executive Vice
President, Senior Vice President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.

    "Consolidated Net Tangible Assets" means the total of all assets reflected
on a consolidated balance sheet of the Company and its Consolidated
Subsidiaries, prepared in accordance with GAAP, at their net book values (after
deducting related depreciation, depletion, amortization and all other valuation
reserves which, in accordance with such principles, should be set aside in
connection with the business conducted), but excluding goodwill, unamortized
debt discount and all other like intangible assets, all as determined in
accordance with such principles, less the aggregate of the current liabilities
of the Company and its Consolidated Subsidiaries reflected on such balance
sheet, all as determined in accordance with such principles. For purposes of
this definition, "current liabilities" include all indebtedness for money
borrowed, incurred, issued, assumed or guaranteed by the Company and its
Consolidated Subsidiaries, and other payables and accruals, in each case
payable on demand or due within one year of the date of determination of
Consolidated Net Tangible Assets, but shall exclude any portion of long-term
debt maturing within one year of the date of such determination, all as
reflected on such consolidated balance sheet of the Company and its
Consolidated Subsidiaries, prepared in accordance with GAAP.

    "Consolidated Subsidiary" means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date.

    "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the


                                       4
<PAGE>   11


international banking community or (ii) any Currency unit or composite
Currency for the purposes for which it was established.

    "Corporate Trust Office" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of original execution of this Indenture
is located at 101 Barclay Street, Floor 21 West, New York, NY 10286.

    "Corporation" includes corporations and limited liability companies and,
except for purposes of Article Eight, associations, companies and business
trusts.

    "Coupon" means any interest coupon appertaining to a Bearer Security.

    "Credit Facility" means the Amended and Restated Loan Agreement dated as of
April 7, 2000, among the Company, certain of its Subsidiaries, the banks named
therein and Bank One, N.A., as administrative agent, together with any
amendment, extension, renewal, substitution or replacement, or successive
amendment, extension, renewal, substitution or replacement thereof, and any
credit facility providing for substantially similar security for the lenders
party thereto, entered into by the Company within 180 days after any such
credit facility or any such amendment, extension, renewal, substitution or
replacement (or in each case the Liens granted thereunder) has been cancelled
or otherwise terminated.

    "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required
to be made by or pursuant to the terms hereof or such Security and, with
respect to any other payment, deposit or transfer pursuant to or contemplated
by the terms hereof or such Security, means Dollars.

    "Currency Agreement" means any foreign exchange contract, Currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
Currency values.

    "CUSIP number" means the alphanumeric designation assigned to a Security by
Standard & Poor's Ratings Service, CUSIP Service Bureau.

    "Defaulted Interest" has the meaning specified in Section 3.7.

    "Dollars" or "$" means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America.

    "Event of Default" has the meaning specified in Section 5.1.

    "Foreign Currency" means any Currency, Currency unit or composite Currency,
including, without limitation, the euro, issued by the government of one or
more countries other than the United States of America or by any recognized
confederation or association of such governments.


                                       5
<PAGE>   12


    "Funded Debt" means indebtedness created, assumed or guaranteed by a Person
for money borrowed which matures by its terms, or is renewable by the borrower
to a date, more than a year after the date of original creation, assumption or
guarantee.

    "GAAP" means generally accepted accounting principles in the United States
as in effect from time to time, applied on a basis consistent (except for
changes concurred in by the Company's independent public accountants) with the
most recent audited consolidated financial statements of the Company and its
Consolidated Subsidiaries.

    "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the other government or governments in the
confederation which issued the Foreign Currency in which the principal of or
any premium or interest on such Security or any Additional Amounts in respect
thereof shall be payable, in each case where the payment or payments thereunder
are supported by the full faith and credit of such government or governments or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America or such other
government or governments, in each case where the timely payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by the United States of America or such other government or governments, and
which, in the case of (i) or (ii), are not callable or redeemable at the option
of the issuer or issuers thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of or
other amount with respect to any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of or other amount with
respect to the Government Obligation evidenced by such depository receipt.

    "Holder", in the case of any Registered Security, means the Person in whose
name such Security is registered in the Security Register and, in the case of
any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

    "Indebtedness" means (a) any liability of the Company or any Subsidiary (1)
for borrowed money, or under any reimbursement obligation relating to a letter
of credit, or (2) evidenced by a bond, note, debenture or similar instrument,
or (3) for payment obligations arising under any conditional sale or other
title retention arrangement (including a purchase money obligation) given in
connection with the acquisition of any businesses, properties or assets of any
kind, or (4) consisting of the discounted rental stream properly classified in
accordance with GAAP on the balance sheet of the Company or any Subsidiary, as
lessee, as a Capitalized Lease Obligation, or (5) under Currency Agreements and
Interest Rate Agreements, to the extent not otherwise included in this
definition; (b) any liability of others of a type described in the preceding
clause (a) to the extent that the Company or any Subsidiary has guaranteed or
is otherwise legally obligated in respect thereof; and (c) any amendment,
supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clauses (a) and (b) above. "Indebtedness"
shall not be construed to include (x) trade payables or credit on open account
to trade creditors incurred in the ordinary course of business or (y)
obligations or liabilities incurred in connection with the sale, transfer or
other disposition of property in connection with the securitization or other


                                       6
<PAGE>   13


asset-based financing thereof; provided however that any such sale, transfer or
other disposition shall be for valid consideration and shall not be to prefer
directly or indirectly any holder of any other obligation or Indebtedness of
the Company or any Subsidiary of the Company as to any such other obligation or
Indebtedness that was already outstanding and did not previously benefit from a
Lien. Accrual of interest, accretion or amortization of original issue
discount, and the payment of interest in the form of additional Indebtedness
will not be deemed to be an incurrence of Indebtedness for purposes of Section
10.7.

    "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

    "Independent Public Accountants" means accountants or a firm of accountants
that, with respect to the Company and any other obligor under the Securities or
the Coupons, are independent public accountants within the meaning of the
Securities Act, and the rules and regulations promulgated by the Commission
thereunder, who may be the independent public accountants regularly retained by
the Company or who may be other independent public accountants. Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to
the interpretation of any legal matters relating to this Indenture or
certificates required to be provided hereunder.

         "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity, and premium, if any,
interest, if any, or Additional Amounts thereon may be determined with
reference to an index, formula or other method or methods.

         "Intercreditor Agreement" means one or more intercreditor agreements
or other similar agreements entered into from time to time to provide that the
Securities of each applicable series secured pursuant to Article 16 will be
secured equally and ratably with the Company's obligations owing to the Lenders
with a valid, perfected security interest in the Collateral.

         "Interest", with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4, includes such
Additional Amounts.

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

         "Interest Rate Agreement" means, for any Person, any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement designed to protect the party indicated therein against
fluctuations in interest rates.

         "Judgment Currency" has the meaning specified in Section 1.16.


                                       7
<PAGE>   14


         "Lenders" means, collectively, the bank lenders party to the Credit
Facility from time to time and the holders from time to time of the Company's
outstanding 6.89% Senior Notes due May 30, 2004.

         "Lien" means, with respect to any asset, any pledge, mortgage, charge,
encumbrance or security interest in respect of such asset; provided that any
transaction (including, without limitation, any sale of accounts receivable)
which is treated as a sale of assets under GAAP shall be so treated and any
asset which is so sold shall not be deemed subject to a Lien. Pursuant to the
indenture, a contractual grant of a right of set-off does not create a Lien in
the absence of an agreement to maintain a balance against which such right may
be exercised.

         "Maturity", with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

         "New York Banking Day" has the meaning specified in Section 1.16.

         "Office" or "Agency", with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for
such Securities pursuant to Section 10.2 or any other office or agency of the
Company maintained or designated for such Securities pursuant to Section 10.2
or, to the extent designated or required by Section 10.2 in lieu of such office
or agency, the Corporate Trust Office of the Trustee.

         "Officers' Certificate" means a certificate signed by (a) (i) the
Chairman of the Board, a Vice Chairman, the President or a Vice President, and
(ii) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company, or (b) by any two of the officers listed in clause
(i) that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

         "Original Issue Discount Security" means a Security issued pursuant to
this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 5.2.

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

              (a) any such Security theretofore cancelled by the Trustee or the
                  Security Registrar or delivered to the Trustee or the Security
                  Registrar for cancellation;



                                       8
<PAGE>   15


              (b) any such Security for whose payment at the Maturity thereof
                  money in the necessary amount has been theretofore deposited
                  pursuant hereto (other than pursuant to Section 4.2) with the
                  Trustee or any Paying Agent (other than the Company) in trust
                  or set aside and segregated in trust by the Company (if the
                  Company shall act as its own Paying Agent) for the Holders of
                  such Securities and any Coupons appertaining thereto, provided
                  that, if such Securities are to be redeemed, notice of such
                  redemption has been duly given pursuant to this Indenture or
                  provision therefor reasonably satisfactory to the Trustee has
                  been made;

              (c) any such Security with respect to which the Company has
                  effected defeasance pursuant to the terms hereof, except to
                  the extent provided in Section 4.2;

              (d) any such Security which has been paid pursuant to Section 3.6
                  or in exchange for or in lieu of which other Securities have
                  been authenticated and delivered pursuant to this Indenture,
                  unless there shall have been presented to the Trustee proof
                  reasonably satisfactory to it that such Security is held by a
                  bona fide purchaser in whose hands such Security is a valid
                  obligation of the Company; and

              (e) any such Security converted or exchanged as contemplated by
                  this Indenture into Common Stock of the Company or other
                  securities, if the terms of such Security provide for such
                  conversion or exchange pursuant to Section 3.1;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal
amount of an Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the
terms of such Original Issue Discount Security would be declared (or shall have
been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent on the date of original issuance of
such Security of the amount determined as provided in (i) above) of such
Security, and (iv) 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
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only


                                       9
<PAGE>   16


Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee (A) the pledgee's right so to act with
respect to such Securities and (B) that the pledgee is not the Company or any
other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

         "Person" means any individual, Corporation, partnership, joint
venture, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.

         "Place of Payment", with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.

         "Pledge Agreement" means one or more pledge agreements or other
similar agreements entered into from time to time to provide that the
Securities of each applicable series secured pursuant to Article 16 will be
secured equally and ratably with the Company's obligations owing to the Lenders
with a valid, perfected security interest in the Collateral.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to
which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed
to evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

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

         "Redemption Price", with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

         "Registered Security" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

         "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

         "Required Currency" has the meaning specified in Section 1.16.


                                      10
<PAGE>   17


         "Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "Restricted Subsidiary" means, at any time, each and every Subsidiary
at least 80% (by number of votes) of the Voting Stock of which is legally and
beneficially owned by the Company and its Wholly-Owned Restricted Subsidiaries
at such time.

         "Sale and Leaseback Transaction" has the meaning specified in Section
10.6.

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

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

         "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case
may be, authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

         "Special Record Date" for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Company pursuant to Section 3.7.

         "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto or any other Indebtedness, means the date established by or pursuant to
this Indenture or such Security or other Indebtedness as the fixed date on
which the principal of such Security or such installment of principal or
interest or other Indebtedness is, or such Additional Amounts are, due and
payable.

         "Subsidiary" means any Corporation, association or other business
entity of which at the time of determination the Company or one or more
Subsidiaries owns or controls more than 50% of the shares of Voting Stock.

         "Surety Obligations" means any bonds, including bid bonds, advance
bonds, or performance bonds, letters of credits, warranties, and similar
arrangements between the Company or any of its Restricted Subsidiaries and one
or more surety providers, for the benefit of the Company or any Restricted
Subsidiary's suppliers, vendors, insurers, or customers including, in each
case, any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, in each case as amended, modified,
renewed, refunded,


                                      11
<PAGE>   18


replaced, restated or refinanced from time to time, and in each case exclusive
of obligations for the payment of borrowed money.

         "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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

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

         "United States", except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "United States Alien", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign Corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign Corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depository" or "Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act
and, if so provided with respect to any Security, any successor to such Person.
If at any time there is more than one such Person, "U.S. Depository" or
"Depository" shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities.

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

         "Voting Stock" means stock which ordinarily has voting power for the
election of directors, managers or trustees, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.


                                      12
<PAGE>   19


         "Wholly-Owned Restricted Subsidiary" means, at any time, any
Restricted Subsidiary 100% of all of the equity interests (except directors'
qualifying shares) and voting interests of which are owned by any one or more
of the Company and the Company's other Wholly-Owned Restricted Subsidiaries at
such time.

         Section 1.2.      Compliance Certificates and Opinions.

         Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such
documents or any of them is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

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

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

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

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

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

         Section 1.3.      Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, provided
that such officer, after reasonable inquiry, has no reason to believe, and does
not believe, that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect


                                      13
<PAGE>   20


to such factual matters is in the possession of the Company provided that such
counsel, after reasonable inquiry, has no reason to believe, and does not
believe, that the certificate or opinion or representations with respect to
such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture or any Security, they may, but need not, be
consolidated and form one instrument.

         Section 1.4.      Acts of Holders.

                 (1) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by or pursuant to this Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series
may, alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
15, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 15.6.

         Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders, and a U.S.
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such global Security
through such U.S. Depository's standing instructions and customary practices.

         The Company shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization,


                                      14
<PAGE>   21


direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders. If such a record date is
fixed, the Holders on such record date or their duly appointed proxy or
proxies, and only such Persons, shall be entitled to make, give or take such
request, demand, authorization, direction, notice, consent, waiver or other
Act, whether or not such Holders remain Holders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other Act
shall be valid or effective if made, given or taken more than 90 days after
such record date.

                 (2) The fact and date of the execution by any Person of any
such instrument or writing referred to in this Section 1.4 may be proved in any
reasonable manner; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

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

                 (4) The ownership, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of the commencement and the
date of the termination of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary reasonably acceptable to the
Company, wherever situated, if such certificate shall be deemed by the Company
and the Trustee to be satisfactory, showing that at the date therein mentioned
such Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(a) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, (b) such Bearer Security is produced to
the Trustee by some other Person, (c) such Bearer Security is surrendered in
exchange for a Registered Security, or (d) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same
may also be proved in any other manner which the Company and the Trustee deem
sufficient.

                 (5) If the Company shall solicit from the Holders of any
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may at its option (but is not
obligated to), by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
Act. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of Registered Securities of record at
the close of business on such record date shall be deemed to be Holders for the
purpose of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
of Registered Securities shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six
months after the record date.


                                      15
<PAGE>   22


                 (6) Any request, demand, authorization, direction, notice,
consent, waiver or other Act by 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 or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such Act is made upon such Security.

         Section 1.5.      Notices, etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                 (1) the Trustee by any Holder or the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, or

                 (2) the Company by the Trustee or any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to the attention of its Treasurer at the address of its principal
office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to the Trustee by the Company.

         Section 1.6.      Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

                 (1) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage prepaid, to
each Holder of a Registered Security affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice; and

                 (2) such notice shall be sufficiently given to Holders of
Bearer Securities, if any, if published in an Authorized Newspaper in The City
of New York and, if such Securities are then listed on any stock exchange
outside the United States, in an Authorized Newspaper in such city as the
Company shall advise the Trustee that such stock exchange so requires, on a
Business Day at least twice, the first such publication to be not earlier than
the earliest date and the second such publication not later than the latest
date prescribed for the giving of such notice.

         In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification shall be made by overnight courier.


                                      16
<PAGE>   23


         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect
in any notice so published, shall affect the sufficiency of any notice mailed
to Holders of Registered Securities as provided above.

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

         Section 1.7.      Language of Notices.

         Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Company so elects, any published notice
may be in an official language of the country of publication.

         Section 1.8.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 1.9.      Effect of Headings and Table of Contents.

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

         Section 1.10.     Successors and Assigns.

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

         Section 1.11.     Separability Clause.

         In case any provision in this Indenture, any Security or any Coupon
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 1.12.     Benefits of Indenture.

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



                                      17
<PAGE>   24

         Section 1.13.     Governing Law.

         This Indenture, the Securities and any Coupons shall be governed by
and construed in accordance with the laws of the State of New York applicable
to agreements made or instruments entered into and, in each case, performed in
said state.

         Section 1.14.     Business Day Convention.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or
exchangeable, shall be a day that is not a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture, any
Security or any Coupon other than a provision in any Security or Coupon that
specifically states that such provision shall apply in lieu hereof) payment
need not be made at such Place of Payment on such date, and such Securities
need not be converted or exchanged on such date but such payment may be made,
and such Securities may be converted or exchanged, on the next succeeding day
that is a Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or at the Stated Maturity or Maturity
or on such last day for conversion or exchange, and no interest shall accrue on
the amount payable on such date or at such time for the period from and after
such Interest Payment Date, Stated Maturity, or Maturity or last day for
conversion or exchange, as the case may be, to such next succeeding Business
Day.

         Section 1.15.     Counterparts.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         Section 1.16.     Judgment Currency.

         The Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal
of, or premium or interest, if any, or Additional Amounts on the Securities of
any series (the "Required Currency") into a Currency in which a judgment will
be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the requisite amount of the Required Currency
with the Judgment Currency on the New York Banking Day preceding the day on
which a final unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether
or not entered in accordance with clause (a)), in any Currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the


                                      18
<PAGE>   25


foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or
executive order to be closed.

         Section 1.17.     Limitation on Individual Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations, and that no
such personal liability whatever shall attach to, or is or shall be incurred
by, the incorporators, shareholders, officers or directors, as such, of the
Company, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that
any and all such personal liability of every name and nature, either at common
law or in equity or by constitution or statute, of, and any and all such rights
and claims against, every such incorporator, shareholder, officer or director
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any Security or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Security.

                                   ARTICLE 2

                                SECURITIES FORMS

         Section 2.1.      Forms Generally.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the
form established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
or pursuant to this Indenture or any indenture supplemental hereto and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

         Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Company


                                      19
<PAGE>   26


executing such Securities or Coupons, as evidenced by their execution of such
Securities or Coupons.

         Section 2.2.      Form of Trustee's Certificate of Authentication.

         Subject to Section 6.11, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                            THE BANK OF NEW YORK,
                                                  as Trustee


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


         Section 2.3.      Securities in Global Form.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company's
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 3.7, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in
respect of, any Security in temporary or permanent global form shall be made to
the Person or Persons specified therein.

         Notwithstanding the provisions of Section 3.8 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company or the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i)


                                      20
<PAGE>   27


in the case of a global Security in registered form, the Holder of such global
Security in registered form, or (ii) in the case of a global Security in bearer
form, the Person or Persons specified pursuant to Section 3.1.

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1.      Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto,

                 (1) the title of such Securities and the series in which such
Securities shall be included;

                 (2) any limit upon the aggregate principal amount of the
Securities of such title or the Securities of such series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to Section 3.4,
3.5, 3.6, 9.5 or 11.7, upon repayment in part of any Registered Security of
such series pursuant to Article 13, upon surrender in part of any Registered
Security for conversion into Common Stock of the Company or exchange for other
securities pursuant to its terms, or pursuant to or as contemplated by the
terms of such Securities);

                 (3) if such Securities are to be issuable as Registered
Securities, as Bearer Securities or alternatively as Bearer Securities and
Registered Securities, and whether the Bearer Securities are to be issuable
with Coupons, without Coupons or both, and any restrictions applicable to the
offer, sale or delivery of the Bearer Securities and the terms, if any, upon
which Bearer Securities may be exchanged for Registered Securities and vice
versa;

                 (4) if any of such Securities are to be issuable in global
form, when any of such Securities are to be issuable in global form and (i)
whether such Securities are to be issued in temporary or permanent global form
or both, (ii) whether beneficial owners of interests in any such global
Security may exchange such interests for Securities of the same series and of
like tenor and of any authorized form and denomination, and the circumstances
under which any such exchanges may occur, if other than in the manner specified
in Section 3.5, and (iii) the name of the Depository or the U.S. Depository, as
the case may be, with respect to any such global Security;

                 (5) if any of such Securities are to be issuable as Bearer
Securities or in global form, the date as of which any such Bearer Security or
global Security shall be dated (if other than the date of original issuance of
the first of such Securities to be issued);


                                      21
<PAGE>   28


                 (6) if any of such Securities are to be issuable as Bearer
Securities, whether interest in respect of any portion of a temporary Bearer
Security in global form payable in respect of an Interest Payment Date therefor
prior to the exchange, if any, of such temporary Bearer Security for definitive
Securities shall be paid to any clearing organization with respect to the
portion of such temporary Bearer Security held for its account and, in such
event, the terms and conditions (including any certification requirements) upon
which any such interest payment received by a clearing organization will be
credited to the Persons entitled to interest payable on such Interest Payment
Date;

                 (7) the date or dates, or the method or methods, if any, by
which such date or dates shall be determined, on which the principal of and
premium, if any, on such Securities is payable;

                 (8) the rate or rates at which such Securities shall bear
interest, if any, or the method or methods, if any, by which such rate or rates
are to be determined, the date or dates, if any, from which such interest shall
accrue or the method or methods, if any, by which such date or dates are to be
determined, the Interest Payment Dates, if any, on which such interest shall be
payable and the Regular Record Date, if any, for the interest payable on
Registered Securities on any Interest Payment Date, whether and under what
circumstances Additional Amounts on such Securities or any of them shall be
payable, the notice, if any, to Holders regarding the determination of interest
on a floating rate Security and the manner of giving such notice, and the basis
upon which interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;

                 (9) if in addition to or other than the Borough of Manhattan,
The City of New York, the place or places where the principal of, any premium
and interest on or any Additional Amounts with respect to such Securities shall
be payable, any of such Securities that are Registered Securities may be
surrendered for registration of transfer or exchange, any of such Securities
may be surrendered for conversion or exchange and notices or demands to or upon
the Company in respect of such Securities and this Indenture may be served, the
extent to which, or the manner in which, any interest payment or Additional
Amounts on a global Security on an Interest Payment Date, will be paid and the
manner in which any principal of or premium, if any, on any global Security
will be paid;

                 (10) whether any of such Securities are to be redeemable at
the option of the Company and, if so, the date or dates on which, the period or
periods within which, the price or prices at which and the other terms and
conditions upon which such Securities may be redeemed, in whole or in part, at
the option of the Company;

                 (11) whether the Company is obligated to redeem or purchase
any of such Securities pursuant to any sinking fund or analogous provision or
at the option of any Holder thereof and, if so, the date or dates on which, the
period or periods within which, the price or prices at which and the other
terms and conditions upon which such Securities shall be redeemed or purchased,
in whole or in part, pursuant to such obligation, and any provisions for the
remarketing of such Securities so redeemed or purchased;

                 (12) the denominations in which any of such Securities that
are Registered Securities shall be issuable if other than denominations of
$1,000 and any integral multiple


                                      22
<PAGE>   29


thereof, and the denominations in which any of such Securities that are Bearer
Securities shall be issuable if other than the denomination of $5,000;

                 (13) whether the Securities of the series will be convertible
into shares of Common Stock of the Company and/or exchangeable for other
securities, whether or not issued by the Company, and, if so, the terms and
conditions upon which such Securities will be so convertible or exchangeable,
and any deletions from or modifications or additions to this Indenture to
permit or to facilitate the issuance of such convertible or exchangeable
Securities or the administration thereof;

                 (14) if other than the principal amount thereof, the portion
of the principal amount of any of such Securities that shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or
the method by which such portion is to be determined;

                 (15) if other than Dollars, the Foreign Currency in which
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any of such Securities shall be payable;

                 (16) if the principal of, any premium or interest on or any
Additional Amounts with respect to any of such Securities are to be payable, at
the election of the Company or a Holder thereof or otherwise, in Dollars or in
a Foreign Currency other than that in which such Securities are stated to be
payable, the date or dates on which, the period or periods within which, and
the other terms and conditions upon which, such election may be made, and the
time and manner of determining the exchange rate between the Currency in which
such Securities are stated to be payable and the Currency in which such
Securities or any of them are to be paid pursuant to such election, and any
deletions from or modifications of or additions to the terms of this Indenture
to provide for or to facilitate the issuance of Securities denominated or
payable, at the election of the Company or a Holder thereof or otherwise, in a
Foreign Currency;

                 (17) whether the amount of payments of principal of, any
premium or interest on or any Additional Amounts with respect to such
Securities may be determined with reference to an index, formula or other
method or methods (which index, formula or method or methods may be based,
without limitation, on Dollars, one or more Foreign Currencies, commodities,
equity securities, equity indices or other indices), and, if so, the terms and
conditions upon which and the manner in which such amounts shall be determined
and paid or payable;

                 (18) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company with respect to any of such
Securities, whether or not such Events of Default or covenants are consistent
with the Events of Default or covenants set forth herein;

                 (19) whether either or both of Section 4.2(2) relating to
defeasance or Section 4.2(3) relating to covenant defeasance shall not be
applicable to the Securities of such series, or any covenants in addition to
those specified in Section 4.2(3) relating to the Securities of such series
shall be subject to covenant defeasance, and any deletions from, or
modifications or additions to, the provisions of Article 4 in respect of the
Securities of such series;

                 (20) whether any of such Securities are to be issuable upon
the exercise of warrants, and the time, manner and place for such Securities to
be authenticated and delivered;



                                      23
<PAGE>   30


                 (21) if any of such Securities are to be issuable in global
form and are to be issuable in definitive form (whether upon original issue or
upon exchange of a temporary Security) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, then the
form and terms of such certificates, documents or conditions;

                 (22) whether the Securities of the series are to be secured by
a pledge of, or security interest in, any assets or property of the Company,
including Capital Stock, pursuant to Article 16 and if so, any deletions from,
substitution for or modifications or additions to (or any combination of the
foregoing), the provisions of Article 16 in respect of the Securities of such
series;

                 (23) if there is more than one Trustee, the identity of the
Trustee and, if not the Trustee, the identity of each Security Registrar,
Paying Agent or Authenticating Agent with respect to such Securities; and

                 (24) any other terms of such Securities and any other
deletions from or modifications or additions to this Indenture in respect of
such Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers' Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

         If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.

         Section 3.2.      Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise
provided in or pursuant to this Indenture, Registered Securities denominated in
Dollars shall be issuable in registered form without Coupons in denominations
of $1,000 and any integral multiple thereof, and the Bearer Securities
denominated in Dollars shall be issuable in the denomination of $5,000.
Securities not denominated in Dollars shall be issuable in


                                      24
<PAGE>   31


such denominations as are established with respect to such Securities in or
pursuant to this Indenture.

         Section 3.3.      Execution, Authentication, Delivery and Dating.

         Securities shall be executed on behalf of the Company by its Chairman
of the Board, one of its Vice Chairmen, its President, its Treasurer or one of
its Vice Presidents under its corporate seal reproduced thereon and attested by
its Secretary or one of its Assistant Secretaries. Coupons shall be executed on
behalf of the Company by the Treasurer or any Assistant Treasurer of the
Company. The signature of any of these officers on the Securities or any
Coupons appertaining thereto may be manual or facsimile.

         Securities and any Coupons appertaining thereto bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities and Coupons or did not hold such offices at the
date of original issuance of such Securities or Coupons.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officers'
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 3.1 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate and deliver, or
make available for delivery, such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the
Trustee shall be entitled to receive, and (subject to Sections 315(a) through
315(d) of the Trust Indenture Act) shall be fully protected in relying upon,

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

                        (a) the form or forms and terms of such Securities and
Coupons, if any, have been established in conformity with the provisions of
this Indenture;

                        (b) all conditions precedent to the authentication and
delivery of such Securities and Coupons, if any, appertaining thereto, have
been complied with and that such Securities and Coupons, when completed by
appropriate insertions, executed under the Company's corporate seal and
attested by duly authorized officers of the Company, delivered by duly
authorized officers of the Company to the Trustee for authentication pursuant
to this Indenture, and authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute legally valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except as enforcement thereof may be subject to or limited by bankruptcy,
insolvency, reorganization, moratorium, arrangement, fraudulent conveyance,
fraudulent transfer or other similar laws relating to or affecting creditors'
rights generally, and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at


                                      25
<PAGE>   32


law) and will entitle the Holders thereof to the benefits of this Indenture;
such Opinion of Counsel need express no opinion as to the availability of
equitable remedies;

                 (c) all laws and requirements in respect of the execution and
delivery by the Company of such Securities and Coupons, if any, have been
complied with; and

                 (d) this Indenture has been qualified under the Trust
Indenture Act; and

            (2) an Officers' Certificate stating that all conditions precedent
to the execution, authentication and delivery of such Securities and Coupons,
if any, appertaining thereto, have been complied with and that, to the best
knowledge of the Persons executing such certificate, no event which is, or
after notice or lapse of time would become, an Event of Default with respect to
any of the Securities shall have occurred and be continuing.

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company
that the Trustee authenticate and deliver Securities of such series for
original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with.

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken.

         Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.

         No Security or Coupon appertaining thereto 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 in Section 2.2 or 6.11 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

         Section 3.4.      Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially


                                      26
<PAGE>   33


of the tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized in or pursuant to this Indenture, in bearer
form with one or more Coupons or without Coupons and with such appropriate
insertions, omissions, substitutions and other variations as the officers of
the Company executing such Securities may determine, as conclusively evidenced
by their execution of such Securities. Such temporary Securities may be in
global form.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared
without unreasonable delay. After the preparation of definitive Securities of
the same series and containing terms and provisions that are identical to those
of any temporary Securities, such temporary Securities shall be exchangeable
for such definitive Securities upon surrender of such temporary Securities at
an Office or Agency for such Securities, without charge to any Holder thereof.
Upon surrender for cancellation of any one or more temporary Securities
(accompanied by any unmatured Coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of authorized denominations of
the same series and containing identical terms and provisions; provided,
however, that no definitive Bearer Security, except as provided in or pursuant
to this Indenture, shall be delivered in exchange for a temporary Registered
Security; and provided, further, that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in or pursuant to this Indenture. Unless otherwise
provided in or pursuant to this Indenture with respect to a temporary global
Security, until so exchanged the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

         Section 3.5.      Registration, Transfer and Exchange.

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of
a like


                                      27
<PAGE>   34


aggregate principal amount bearing a number not contemporaneously outstanding
and containing identical terms and provisions.

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

         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities of such series
containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any Office or Agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto appertaining.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there is furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for
such series located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such Office or
Agency for such series in exchange for a Registered Security of such series and
like tenor after the close of business at such Office or Agency on (i) any
Regular Record Date and before the opening of business at such Office or Agency
on the next succeeding Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such Office or Agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such Coupon is so surrendered with such
Bearer Security, such Coupon shall be returned to the Person so surrendering
the Bearer Security), and interest or Defaulted Interest, as the case may be,
shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.

         If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.


                                      28
<PAGE>   35


         Whenever any Securities are surrendered for exchange as contemplated
by the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is
not appointed by the Company within 90 days of the date the Company is so
informed in writing, (ii) the Company executes and delivers to the Trustee a
Company Order to the effect that such global Security shall be so exchangeable,
or (iii) an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such global Security shall be
surrendered from time to time by the U.S. Depository or such other Depository
as shall be specified in the Company Order with respect thereto, and in
accordance with instructions given to the Trustee and the U.S. Depository or
such other Depository, as the case may be (which instructions shall be in
writing but need not be contained in or accompanied by an Officers' Certificate
or be accompanied by an Opinion of Counsel), as shall be specified in the
Company Order with respect thereto to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or in part, for definitive Securities
as described above without charge. The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the global Security shall be issuable
only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof, but subject to the satisfaction of any certification
or other requirements to the issuance of Bearer Securities; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date; and provided, further,
that (unless otherwise provided in or pursuant to this Indenture) no Bearer
Security delivered in exchange for a portion of a global Security shall be
mailed or otherwise delivered to any location in the United States. Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depository or the U.S. Depository, as the case may be, or
such other Depository or U.S. Depository referred to above in accordance with
the instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date for such Security and before the
opening of business at such Office or Agency on the related


                                      29
<PAGE>   36


proposed date for payment of interest or Defaulted Interest, as the case may
be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security,
but shall be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such global Security shall be payable in accordance with the
provisions of this Indenture.

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

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

         No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge.

         Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of mailing of any notice of redemption of Securities of
like tenor and the same series under Section 11.3 and ending at the close of
business on the day of such selection, (ii) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in
part, except in the case of any Security to be redeemed in part, the portion
thereof not to be redeemed, (iii) to exchange any Bearer Security so selected
for redemption except, to the extent provided with respect to such Bearer
Security, that such Bearer Security may be exchanged for a Registered Security
of like tenor and the same series, provided that such Registered Security shall
be immediately surrendered for redemption with written instruction for payment
consistent with the provisions of this Indenture or (iv) to issue, register the
transfer of or exchange any Security which, in accordance with its terms, has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

         Section 3.6.      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.


                                      30
<PAGE>   37


         If there be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
Coupon, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or Coupon has been
acquired by a bona fide purchaser, the Company shall execute and, upon the
Company's request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen Coupon
appertains with all appurtenant Coupons not destroyed, lost or stolen, a new
Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding, with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen Coupon appertains.

         Notwithstanding the foregoing provisions of this Section 3.6, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities
located outside the United States and, unless otherwise provided in or pursuant
to this Indenture, any interest on Bearer Securities and any Additional Amounts
with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.

         Upon the issuance of any new Security under this Section 3.6, 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, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or
not the destroyed, lost or stolen Security and Coupons appertaining thereto or
the destroyed, lost or stolen Coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

         The provisions of this Section 3.6, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be 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 or Coupons.

         Section 3.7.      Payment of Interest and Certain Additional  Amounts;
Rights to Interest and Certain Additional Amounts Preserved.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in



                                      31
<PAGE>   38


whose name such Security (or one or more Predecessor Securities) is registered
as of the close of business on the Regular Record Date for such interest.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the 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, at its election in each
case, as provided in Clause (1) or (2) below:

                 (1) The Company may elect to make payment of any Defaulted
Interest to the Person in whose name such Registered Security (or a Predecessor
Security thereof) shall be registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed by
the Company in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on such
Registered Security, the Special Record Date therefor and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when so deposited to be held in trust for the benefit of the Person
entitled to such Defaulted Interest as in this clause provided. The Special
Record Date for the payment of such Defaulted Interest 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 notification to the Trustee of the proposed
payment. The Trustee shall in the name and at the expense of the Company cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to the Holder
of such Registered Security (or a Predecessor Security thereof) at his address
as it appears in the Security Register not less than 10 days prior to such
Special Record Date. The Trustee shall, in the name and at the expense of the
Company, cause a similar notice to be published at least once in an Authorized
Newspaper of general circulation in the Borough of Manhattan, The City of New
York, but such publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Person in whose name
such Registered Security (or a Predecessor Security thereof) shall be
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 in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Security 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 payment shall
be deemed practicable by the Trustee.

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the


                                      32
<PAGE>   39


Person entitled thereto as such address shall appear in the Security Register
or by transfer to an account maintained by the payee with a bank located in the
United States.

         Subject to the foregoing provisions of this Section and Section 3.5,
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.

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock or exchangeable for other securities,
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with
respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.

         Section 3.8.      Persons Deemed Owners.

         Prior to due presentment of a Registered 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 Registered Security is registered in
the Security Register as the owner of such Registered Security for the purpose
of receiving payment of principal of, any premium and (subject to Sections 3.5
and 3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         No Holder of any beneficial interest in any global Security held on
its behalf by a Depository shall have any rights under this Indenture with
respect to such global Security, and such Depository may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


                                      33
<PAGE>   40


         Section 3.9.      Cancellation.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee, and any such Securities and Coupons, as
well as Securities and Coupons surrendered directly to the Trustee for any such
purpose, shall be cancelled promptly by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be cancelled
promptly by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by or pursuant to this Indenture. All cancelled Securities
and Coupons held by the Trustee shall be disposed of by the Trustee in its
customary manner, unless by a Company Order the Company directs their return to
it.

         Section 3.10.     Computation of Interest.

         Except as otherwise provided in or pursuant to this Indenture or in
any Security, interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

         Section 3.11.     CUSIP Numbers.

         The Company in issuing Securities may obtain CUSIP numbers (if then
generally in use) or other identifying numbers, and, if so obtained, the
Trustee shall use such 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 or
other identifying numbers.

                                   ARTICLE 4

                    SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1.      Satisfaction and Discharge.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

                 (1) either

                      (a) all Securities of such series theretofore
authenticated and delivered and all Coupons appertaining thereto (other than
(i) Coupons appertaining to Bearer Securities of such series surrendered in
exchange for Registered Securities of such series and maturing after such


                                      34
<PAGE>   41


exchange whose surrender is not required or has been waived as provided in
Section 3.5, (ii) Securities and Coupons of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.6, (iii) Coupons appertaining to Securities of such series called for
redemption and maturing after the relevant Redemption Date whose surrender has
been waived as provided in Section 11.6, and (iv) Securities and Coupons of
such series for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or

                        (b) all Securities of such series and, in the case of
(i) or (ii) below, any Coupons appertaining thereto not theretofore delivered
to the Trustee for cancellation

                               (i) have become due and payable,

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

                               (iii) if redeemable at the option of the
Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in
the case of (i), (ii) or (iii) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for such purpose, money in the
Currency in which such Securities are payable in an amount sufficient to pay
and discharge the entire indebtedness on such Securities and any Coupons
appertaining thereto not theretofore delivered to the Trustee for cancellation,
including the principal of, any premium and interest on, and any Additional
Amounts with respect to such Securities and any Coupons appertaining thereto,
to the date of such deposit (in the case of Securities which have become due
and payable) or to the Maturity thereof, as the case may be;

                 (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company with respect to the Outstanding Securities of
such series and any Coupons appertaining thereto; and

                 (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture as to such series have been complied with.

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.6 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the
payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in


                                      35
<PAGE>   42


respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and with
respect to any rights to convert or exchange such Securities into Common Stock
or other securities shall survive.

         Section 4.2.      Defeasance and Covenant Defeasance.

                       (1) Unless pursuant to Section 3.1, either or both of
(i) defeasance of the Securities of or within a series under clause (2) of this
Section 4.2 shall not be applicable with respect to the Securities of such
series or (ii) covenant defeasance of the Securities of or within a series
under clause (3) of this Section 4.2 shall not be applicable with respect to
the Securities of such series, then such provisions, together with the other
provisions of this Section 4.2 (with such modifications thereto as may be
specified pursuant to Section 3.1 with respect to any Securities), shall be
applicable to such Securities and any Coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to
such Securities and any Coupons appertaining thereto, elect to have Section
4.2(2) or Section 4.2(3) be applied to such Outstanding Securities and any
Coupons appertaining thereto upon compliance with the conditions set forth
below in this Section 4.2.

                        (2) Upon the Company's exercise of the above option
applicable to this Section 4.2(2) with respect to any Securities of or within a
series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any Coupons
appertaining thereto on the date the conditions set forth in clause (4) of this
Section 4.2 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by such Outstanding Securities and any
Coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of clause (5) of this Section 4.2 and the
other Sections of this Indenture referred to in clauses (i) and (ii) below, and
to have satisfied all of its other obligations under such Securities and any
Coupons appertaining thereto and this Indenture insofar as such Securities and
any Coupons appertaining thereto are concerned (and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Outstanding Securities
and any Coupons appertaining thereto to receive, solely from the trust fund
described in clause (4) of this Section 4.2 and as more fully set forth in such
clause, payments in respect of the principal of (and premium, if any) and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Securities and any Coupons appertaining thereto when such payments are due, and
any rights of such Holder to convert such Securities into Common Stock or
exchange such Securities for other securities, (ii) the obligations of the
Company and the Trustee with respect to such Securities under Sections 3.5,
3.6, 10.2 and 10.3 and with respect to the payment of Additional Amounts, if
any, on such Securities as contemplated by Section 10.4 (but only to the extent
that the Additional Amounts payable with respect to such Securities exceed the
amount deposited in respect of such Additional Amounts pursuant to Section
4.2(4)(a) below), and with respect to any rights to convert such Securities
into Common Stock or exchange such Securities for other securities, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv)
this Section 4.2. The Company may exercise its option under this Section 4.2(2)
notwithstanding the prior exercise of its option under clause (3) of this
Section 4.2 with respect to such Securities and any Coupons appertaining
thereto.


                                      36
<PAGE>   43


                 (3) Upon the Company's exercise of the option to have this
Section 4.2(3) apply with respect to any Securities of or within a series, the
Company shall be released from its obligations under Sections 10.5, 10.6 and
10.7, and, to the extent specified pursuant to Section 3.1(19), any other
covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto on and after the date the
conditions set forth in clause (4) of this Section 4.2 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any Coupons
appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with any such covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any Coupons appertaining thereto, the Company may
omit to comply with, and shall have no liability in respect of, any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event
of Default under Section 5.1(4) or 5.1(9) or otherwise, as the case may be,
but, except as specified above, the remainder of this Indenture and such
Securities and Coupons appertaining thereto shall be unaffected thereby.

                 (4) The following shall be the conditions to application of
clause (2) or (3) of this Section 4.2 to any Outstanding Securities of or
within a series and any Coupons appertaining thereto:

                        (a) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.7 who shall agree to comply with the provisions of
this Section 4.2 applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities and any
Coupons appertaining thereto, (1) an amount in Dollars or in such Foreign
Currency in which such Securities and any Coupons appertaining thereto are then
specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Securities and Coupons appertaining thereto (determined on
the basis of the Currency in which such Securities and Coupons appertaining
thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of
any payment of principal of (and premium, if any) and interest, if any, on such
Securities and any Coupons appertaining thereto, money in an amount, or (3) a
combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (y) the principal of (and premium, if any) and
interest, if any, on such Outstanding Securities and any Coupons appertaining
thereto at the Stated Maturity of such principal or installment of principal or
premium or interest and (z) any mandatory sinking fund payments or analogous
payments applicable to such Outstanding Securities and any Coupons appertaining
thereto on the days on which such payments are due and payable in accordance
with the terms of this Indenture and of such Securities and any Coupons
appertaining thereto.


                                      37
<PAGE>   44


                        (b) Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company is
a party or by which it is bound.

                        (c) No Event of Default or event which with notice or
lapse of time or both would become an Event of Default with respect to such
Securities and any Coupons appertaining thereto shall have occurred and be
continuing on the date of such deposit and, with respect to defeasance only, at
any time during the period ending on the 123rd day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

                        (d) In the case of an election under clause (2) of this
Section 4.2, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Company has received from the Internal Revenue
Service a letter ruling, or there has been published by the Internal Revenue
Service a Revenue Ruling, or (ii) since the date of execution of this
Indenture, there has been a change in the applicable Federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Outstanding Securities and any Coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred.

                        (e) In the case of an election under clause (3) of this
Section 4.2, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Outstanding Securities and any
Coupons appertaining thereto will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance had not
occurred.

                        (f) The Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that, after the 123rd day after the date of
deposit, all money and Government Obligations (or other property as may be
provided pursuant to Section 3.1) (including the proceeds thereof) deposited or
caused to be deposited with the Trustee (or other qualifying trustee) pursuant
to this clause (4) to be held in trust will not be subject to any case or
proceeding (whether voluntary or involuntary) in respect of the Company under
any Federal or State bankruptcy, insolvency, reorganization or other similar
law, or any decree or order for relief in respect of the Company issued in
connection therewith.

                        (g) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance or covenant defeasance under clause (2)
or (3) of this Section 4.2 (as the case may be) have been complied with.

                        (h) Notwithstanding any other provisions of this
Section 4.2(4), such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section
3.1.


                                      38
<PAGE>   45


                        (5) Unless otherwise specified in or pursuant to this
Indenture or any Security, if, after a deposit referred to in Section 4.2(4)(a)
has been made, (a) the Holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 3.1 or the terms
of such Security to receive payment in a Currency other than that in which the
deposit pursuant to Section 4.2(4)(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the Foreign Currency
in which the deposit pursuant to Section 4.2(4)(a) has been made, the
indebtedness represented by such Security and any Coupons appertaining thereto
shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium, if any), and interest, if
any, on, and Additional Amounts, if any, with respect to, such Security as the
same becomes due out of the proceeds yielded by converting (from time to time
as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the Currency in which such
Security becomes payable as a result of such election or Conversion Event based
on (x) in the case of payments made pursuant to clause (a) above, the
applicable market exchange rate for such Currency in effect on the second
Business Day prior to each payment date, or (y) with respect to a Conversion
Event, the applicable market exchange rate for such Foreign Currency in effect
(as nearly as feasible) at the time of the Conversion Event.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 4.2 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.

         Anything in this Section 4.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 4.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.

         Section 4.3.      Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities, and any
Coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any Coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law.


                                      39
<PAGE>   46
                                   ARTICLE 5

                                    REMEDIES

    Section 5.1. Events of Default.

    "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body), unless such event is specifically deleted or modified in or
pursuant to the supplemental indenture, Board Resolution or Officers'
Certificate establishing the terms of such Series pursuant to this Indenture:

        (1) default in the payment of any interest on any Security of such
series, or any Additional Amounts payable with respect thereto, when such
interest becomes or such Additional Amounts become due and payable, and
continuance of such default for a period of 30 days; or

        (2) default in the payment of the principal of or any premium on any
Security of such series or any Additional Amounts payable with respect thereto,
when such principal or premium becomes or such Additional Amounts become due
and payable at their Maturity; or

        (3) default in the deposit of any sinking fund or analogous payment
when and as due by the terms of a Security of such series; or

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

        (5) there occurs with respect to any issue or issues of Indebtedness of
the Company (including an Event of Default under any other series of
Securities) or any of its Restricted Subsidiaries having an outstanding
principal amount of $50,000,000 or more in the aggregate for all such issues of
all such Persons, whether such Indebtedness exists on the date of this
Indenture or shall hereafter be created, (a) an event of default that has
caused the holder thereof to declare such Indebtedness to be due and payable
prior to its stated maturity and such Indebtedness has not been discharged in
full or such acceleration has not been rescinded or annulled within 30 days of
such acceleration and/or (b) the failure to make a principal payment at the
final (but not any interim) fixed maturity and such defaulted payment shall not
have been made, waived or extended within 30 days of such payment default; or

        (6) the Company or any of its Restricted Subsidiaries shall fail within
30 days to pay, bond or otherwise discharge uninsured judgments or court orders
for the payment of money


                                       40
<PAGE>   47

in excess of $50,000,000 in the aggregate, which are not stayed on appeal or
are not otherwise being appropriately contested in good faith; or

        (7) the entry by a court having competent jurisdiction of:

                (a) a decree or order for relief in respect of the Company or
any of its Restricted Subsidiaries in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

                (b) a decree or order adjudging the Company or any of its
Restricted Subsidiaries to be insolvent, or approving a petition seeking
reorganization, arrangement, adjustment or composition of the Company or any of
its Restricted Subsidiaries and such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or

                (c) a final and non-appealable order appointing a custodian,
receiver, liquidator, assignee, trustee or other similar official of the
Company or any of its Restricted Subsidiaries or of any substantial part of the
property of the Company or any of its Restricted Subsidiaries, as the case may
be, or ordering the winding up or liquidation of the affairs of the Company or
any of its Restricted Subsidiaries; or

        (8) the commencement by the Company or any of its Restricted
Subsidiaries of a voluntary proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or of a voluntary proceeding
seeking to be adjudicated insolvent or the consent by the Company or any of its
Restricted Subsidiaries to the entry of a decree or order for relief in an
involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any insolvency
proceedings against it, or the filing by the Company or any of its Restricted
Subsidiaries of a petition or answer or consent seeking reorganization,
arrangement, adjustment or composition of the Company or any of its Restricted
Subsidiaries or relief under any applicable law, or the consent by the Company
or any of its Restricted Subsidiaries to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee or similar official of the Company or any of its Restricted
Subsidiaries or any substantial part of the property of the Company or any of
its Restricted Subsidiaries or the making by the Company or any of its
Restricted Subsidiaries of an assignment for the benefit of creditors, or the
taking of corporate action by the Company or any of its Restricted Subsidiaries
in furtherance of any such action; or

        (9) any other Event of Default provided in or pursuant to this
Indenture with respect to Securities of such series.

    Section 5.2. Acceleration of Maturity; Rescission and Annulment.

    If an Event of Default with respect to Securities of any series at the time
Outstanding (other than an Event of Default with respect to the Company
specified in clause (7) or (8) of Section 5.1) occurs and is continuing, then
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series may declare the principal of all the
Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, to be due and payable immediately, by a notice in
writing to the Company (and to the


                                      41
<PAGE>   48

Trustee if given by the Holders), and upon any such declaration such principal
or such lesser amount shall become immediately due and payable.

    If an Event of Default with respect to the Company specified in clause (7)
or (8) of Section 5.1 occurs, all unpaid principal of and accrued interest on
and any Additional Amounts payable in respect of the Outstanding Securities of
that series (or such lesser amount as may be provided for in the Securities of
such series) shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder of any
Security of that series.

    At any time after a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

        (1) the Company has paid or deposited with the Trustee a sum of money
sufficient to pay

                (a) all overdue installments of any interest on and Additional
Amounts with respect to all Securities of such series and any Coupon
appertaining thereto,

                (b) the principal of and any premium on any Securities of such
series which have become due otherwise than by such declaration of acceleration
and interest thereon and any Additional Amounts with respect thereto at the
rate or rates borne by or provided for in such Securities,

                (c) to the extent that payment of such interest or Additional
Amounts is lawful, interest upon overdue installments of any interest and
Additional Amounts at the rate or rates borne by or provided for in such
Securities, and

                (d) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 6.6;
and

        (2) all Events of Default with respect to Securities of such series,
other than the non-payment of the principal of, any premium and interest on,
and any Additional Amounts with respect to Securities of such series which
shall have become due solely by such declaration of acceleration, shall have
been cured or waived as provided in Section 5.13.

    No such rescission shall affect any subsequent default or impair any right
consequent thereon.

    Section 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

    The Company covenants that if


                                      42
<PAGE>   49

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

        (2) default is made in the payment of the principal of or any premium
    on any Security or any Additional Amounts with respect thereto at their
    Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts
at the rate or rates borne by or provided for in such Securities, and, in
addition thereto, such further amount of money as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
all other amounts due to the Trustee under Section 6.6.

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

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

    Section 5.4. 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 of any series or the property of the Company or such other obligor
or their creditors, the Trustee (irrespective of whether the principal 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 overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


                                      43
<PAGE>   50

        (1) to file and prove a claim for the whole amount, or such lesser
amount as may be provided for in the Securities of any applicable series, of
the principal and any premium, interest and Additional Amounts owing and unpaid
in respect of the Securities and any Coupons appertaining thereto 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
or counsel) and of the Holders of Securities or any Coupons appertaining
thereto allowed in such judicial proceeding, and

        (2) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons 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 of Securities or any Coupons, to pay to the Trustee any
amount due to 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 6.6.

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

    Section 5.5. Trustee May Enforce Claims without Possession of Securities or
Coupons.

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

    Section 5.6. Application of Money Collected.

    Subject to Article 16, as it may be modified pursuant to Section 3.1, any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, or any premium, interest or
Additional Amounts, upon presentation of the Securities or Coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

        FIRST: To the payment of all amounts due the Trustee and any
    predecessor Trustee under Section 6.6;


                                      44
<PAGE>   51

        SECOND: To the payment of the amounts then due and unpaid upon the
    Securities and any Coupons for principal and any premium, interest and
    Additional Amounts in respect of which or for the benefit of which such
    money has been collected, ratably, without preference or priority of any
    kind, according to the aggregate amounts due and payable on such Securities
    and Coupons for principal and any premium, interest and Additional Amounts,
    respectively; and

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

    Section 5.7. Limitations on Suits.

    No Holder of any Security of any series or any Coupons appertaining thereto
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

        (1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of such series;

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

        (3) such Holder or Holders have offered to the Trustee such indemnity
as is reasonably satisfactory to it against the costs, expenses and liabilities
to be incurred in compliance with such request;

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

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

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

    Section 5.8. Unconditional Right of Holders to Receive Principal and any
Premium, Interest and Additional Amounts.

    Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of, any premium and (subject to Sections
3.5 and 3.7) interest on, and any Additional Amounts with respect to such
Security or payment of such Coupon, as the case may be, on the respective
Stated Maturity or Maturities therefor specified in such Security or Coupon
(or, in the


                                      45
<PAGE>   52

case of redemption, on the Redemption Date or, in the case of repayment at the
option of such Holder if provided in or pursuant to this Indenture, on the date
such repayment is due) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

    Section 5.9. Restoration of Rights and Remedies.

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

    Section 5.10. Rights and Remedies Cumulative.

    Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or Coupons in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or to each and every Holder of a Security or a Coupon is
intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not, to the extent permitted by law,
prevent the concurrent assertion or employment of any other appropriate right
or remedy.

    Section 5.11. Delay or Omission Not Waiver.

    No delay or omission of the Trustee or of any Holder of any Security or
Coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to any Holder of a Security or a Coupon may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

    Section 5.12. Control by Holders of Securities.

    The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series and any Coupons appertaining thereto, provided that

        (1) such direction shall not be in conflict with any rule of law or
with this Indenture or with the Securities of such series,

        (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and


                                      46
<PAGE>   53

        (3) such direction is not unduly prejudicial to the rights of the other
Holders of Securities of such series not joining in such action.

    Section 5.13. Waiver of Past Defaults.

    The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

        (1) in the payment of the principal of, any premium or interest on, or
any Additional Amounts with respect to, any Security of such series or any
Coupons appertaining thereto, or

        (2) in respect of a covenant or provision hereof which under Article 9
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

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

    Section 5.14. Waiver of Usury, Stay or Extension Laws.

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

    Section 5.15. Undertaking for Costs.

    All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken
or omitted by it as Trustee, the filing by any party litigant in such suit of
any undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 5.15 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or
interest, if any, on or Additional Amounts, if any, with respect to any
Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the


                                      47
<PAGE>   54

Redemption Date, and, in the case of repayment, on or after the date for
repayment) or for the enforcement of the right, if any, to convert or exchange
any Security into Common Stock or other securities in accordance with its
terms.

                                   ARTICLE 6

                                  THE TRUSTEE

    Section 6.1. Certain Rights of Trustee.

    Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

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

        (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or a Company Order (in each case,
other than delivery of any Security, together with any Coupons appertaining
thereto, to the Trustee for authentication and delivery pursuant to Section 3.3
which shall be sufficiently evidenced as provided therein) and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

        (5) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by or pursuant to this Indenture at the request
or direction of any of the Holders of Securities of any series or any Coupons
appertaining thereto pursuant to this Indenture, unless such Holders shall have
offered to the Trustee such security or indemnity as is reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;

        (6) 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,
coupon or other paper or document, but the Trustee, in its discretion, may but
shall not be obligated to 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, during
business hours and upon reasonable


                                      48
<PAGE>   55

notice, the books, records and premises of the Company, personally or by agent
or attorney, at the sole expense of the Company;

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

        (8) the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it, or any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall be
proved that the Trustee was negligent, acted in bad faith or engaged in willful
misconduct;

        (9) the Authenticating Agent, Paying Agent, and Security Registrar
shall have the same protections as the Trustee set forth hereunder;

        (10) the Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with an Act
of the Holders hereunder, and, to the extent not so provided herein, with
respect to any act requiring the Trustee to exercise its own discretion,
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture or any Securities, unless it shall be
proved that, in connection with any such action taken, suffered or omitted or
any such act, the Trustee was negligent, acted in bad faith or engaged in
willful misconduct;

        (11) 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 person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded; and

        (12) 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.

    Section 6.2. Notice of Defaults.

    Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to
Section 7.3(3), notice of such default hereunder actually known to a
Responsible Officer of the Trustee, unless such default shall have been cured
or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any), or interest, if any, on, or
Additional Amounts or any sinking fund or purchase fund installment with
respect to, any Security of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
best interest of the Holders of Securities and Coupons of such


                                      49
<PAGE>   56

series; and provided, further, that in the case of any default of the character
specified in Section 5.1(5) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

    Section 6.3. Not Responsible for Recitals or Issuance of Securities.

    The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any Coupons shall be taken as the
statements of the Company and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

    Section 6.4. May Hold Securities.

    The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights
it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

    Section 6.5. Money Held in Trust.

    Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

    Section 6.6. Compensation and Reimbursement.

    The Company agrees:

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

        (2) except as otherwise expressly provided herein, 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 or arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder (including the reasonable


                                      50
<PAGE>   57

compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to the
Trustee's negligence or bad faith; and

        (3) to indemnify the Trustee and its agents, officers, directors and
employees and any predecessor Trustee for, and to hold them harmless against,
any and all loss, damage, claim, liability or expense, including taxes (other
than taxes based upon, measured by or determined by the income of the Trustee),
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent
that any such loss, damage, claim, liability or expense was due to the
Trustee's negligence or willful misconduct.

    As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

    To the extent permitted by law, any compensation or expense incurred by the
Trustee after a default specified in or pursuant to Section 5.1 is intended to
constitute an expense of administration under any then applicable bankruptcy or
insolvency law. "Trustee" for purposes of this Section 6.6 shall include any
predecessor Trustee but the negligence or willful misconduct of any Trustee
shall not affect the rights of any other Trustee under this Section 6.6.

    The provisions of this Section 6.6 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the
Trustee and shall apply with equal force and effect to the Trustee in its
capacity as Authenticating Agent, Paying Agent or Security Registrar.

    Section 6.7. Corporate Trustee Required; Eligibility.

        (1) There shall at all times be a Trustee hereunder that is a
Corporation, organized and doing business under the laws of the United States
of America, any state thereof or the District of Columbia, that is eligible
under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000 and that is subject to supervision or
examination by Federal or state authority. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

        (2) The following indentures shall be considered specifically described
herein for purposes of clause (i) of the proviso contained in Section 310(b)(1)
of the Trust Indenture Act: Indenture Relating to Subordinated Debt Securities
dated as of _____, 20___ between the Company and The Bank of New York as
trustee; and pursuant to Section 310(b)(1)(C)(i) of the Trust Indenture Act,
unless otherwise ordered by the Commission, an Event of Default by the Company
under this Indenture will not disqualify the Trustee under this Indenture
because it is a trustee under such other indenture.


                                      51
<PAGE>   58

    Section 6.8. Resignation and Removal; Appointment of Successor.

        (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee pursuant to Section 6.9.

        (2) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.9 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction, at the expense of the Company, for the appointment of a
successor Trustee with respect to such series.

        (3) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.9 shall not have been delivered to the Trustee within 30
days after delivery of such Act of Holders, the Trustee being removed may
petition any court of competent jurisdiction, at the expense of the Company,
for the appointment of a successor Trustee with respect to such series.

        (4) If at any time:

                (a) the Trustee shall fail to comply with the obligations
imposed upon it under Section 310(b) of the Trust Indenture Act with respect to
Securities of any series after written request therefor by the Company or any
Holder of a Security of such series who has been a bona fide Holder of a
Security of such series for at least six months, or

                (b) the Trustee shall cease to be eligible under Section 6.7
and shall fail to resign after written request therefor by the Company or any
such Holder, or

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

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any
Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities of such series and the
appointment of a successor Trustee or Trustees.

        (5) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of such series (it being understood
that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of


                                      52
<PAGE>   59

such series and that at any time there shall be only one Trustee with respect
to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.9. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 6.9, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities and
accepted appointment in the manner required by Section 6.9, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

        (6) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to the Holders of Registered Securities, if any, of such series as their names
and addresses appear in the Security Register and, if Securities of such series
are issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United
States. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

        (7) In no event shall any retiring Trustee be liable for the acts or
omissions of any successor Trustee hereunder.

    Section 6.9. Acceptance of Appointment by Successor.

        (1) Upon the appointment hereunder of any successor Trustee with
respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties hereunder of the retiring Trustee; but, on the
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges, shall execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and, subject to Section 10.3, shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section
6.6.

        (2) Upon the appointment hereunder of any successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to


                                      53
<PAGE>   60

which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust, that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee and that no Trustee shall be responsible for any notice given to,
or received by, or any act or failure to act on the part of any other Trustee
hereunder, and, upon the execution and delivery of such supplemental indenture,
the resignation or removal of the retiring Trustee shall become effective to
the extent provided therein, such retiring Trustee shall have no further
responsibility for the exercise of rights and powers or for the performance of
the duties and obligations vested in the Trustee under this Indenture with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates other than as hereinafter expressly set forth,
and such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or such successor Trustee, such retiring Trustee, upon payment of its charges
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates and subject to Section 10.3 shall duly
assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject to
its claim, if any, provided for in Section 6.6.

        (3) Upon request of any Person appointed hereunder as a successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (1) or (2) of this Section, as the
case may be.

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

    Section 6.10. Merger, Conversion, Consolidation or Succession to Business.

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


                                      54
<PAGE>   61

    Section 6.11. Appointment of Authenticating Agent.

    The Trustee may appoint one or more Authenticating Agents acceptable to the
Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

    Each Authenticating Agent must be acceptable to the Company and, except as
provided in or pursuant to this Indenture, shall at all times be a Corporation
that would be permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

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

    An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders
of Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


                                      55
<PAGE>   62

    The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

    The provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each
Authenticating Agent.

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

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

                                   THE BANK OF NEW YORK,
                                                as Trustee


                                   By                                    ,
                                     ------------------------------------
                                                as Authenticating Agent


                                   By                                    ,
                                     ------------------------------------
                                                Authorized Officer


    If all of the Securities of any series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.


                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

    Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.

    In accordance with Section 312(a) of the Trust Indenture Act, the Company
shall furnish or cause to be furnished to the Trustee

        (1) semi-annually with respect to Securities of each series, at least
seven Business Days prior to each Interest Payment Date and the Stated Maturity
Date of such Securities, or upon such other dates as are set forth in or
pursuant to the Board Resolution or indenture supplemental hereto authorizing
such series, a list, in each case in such form as the Trustee may reasonably
require, of the names and addresses of Holders as of the applicable date, and


                                      56
<PAGE>   63

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

provided, however, that so long as the Trustee is the Security Registrar no
such list shall be required to be furnished.

    Section 7.2. Preservation of Information; Communications to Holders.

    The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.

    Every Holder of Securities or Coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312(c) of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312(b) of the Trust Indenture Act.

    Section 7.3. Reports by Trustee.

        (1) Within 60 days after February 15 of each year commencing with the
first February 15 following the first issuance of Securities pursuant to
Section 3.1, if required by Section 313(a) of the Trust Indenture Act, the
Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act,
a brief report dated as of such February 15 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the
immediately preceding February 15 and the date of this Indenture.

        (2) The Trustee shall transmit the reports required by Section 313 of
the Trust Indenture Act at the times specified therein.

        (3) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act. In addition, a copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange,
if any, upon which the Securities are listed, with the Commission and with the
Company. The Company will promptly notify the Trustee when the Securities are
listed on any stock exchange and of any delisting thereof.

    Section 7.4. Reports by Company.

    The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:

        (1) file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act; or, if
the


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<PAGE>   64

Company is not required to file information, documents or reports pursuant to
either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations;

        (2) file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company,
with the conditions and covenants of this Indenture as may be required from
time to time by such rules and regulations; and

        (3) transmit within 30 days after the filing thereof with the Trustee,
in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this
Section as may be required by rules and regulations prescribed from time to
time by the Commission.

    Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                   ARTICLE 8

                        CONSOLIDATION, MERGER AND SALES

    Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

    The Company shall not consolidate with or merge into any other Person
(whether or not affiliated with the Company), or convey, transfer or lease its
property and assets as an entirety or substantially as an entirety, to any
other Person (whether or not affiliated with the Company); and the Company
shall not permit any other Person (whether or not affiliated with the Company)
to consolidate with or merge into the Company or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to the
Company, unless:

        (1) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any Person, the entity formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company as an entirety or substantially as an entirety shall be a Corporation
organized and existing under the laws of the United States of America, any
state thereof or the District of Columbia and shall expressly assume, by an
indenture (or indentures, if at such time there is more than one Trustee)
supplemental hereto, executed by the successor Person and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of, any


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<PAGE>   65

premium and interest on and any Additional Amounts with respect to all the
Securities and the performance of every obligation in this Indenture,
including, if any Securities are then secured pursuant to Article 16, any
Collateral Documents, and the Outstanding Securities on the part of the Company
to be performed or observed and shall provide for conversion or exchange rights
in accordance with the provisions of the Securities of any series that are
convertible or exchangeable into Common Stock or other securities;

        (2) immediately after giving effect to such transaction, and treating
any indebtedness which becomes an obligation of the Company or a Subsidiary as
a result of such transaction as having been incurred by the Company or such
Subsidiary at the time of such transaction, no Event of Default or event which,
after notice or lapse of time, or both, would become an Event of Default, shall
have occurred and be continuing; and

        (3) either the Company or the successor Person 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 and that all conditions
precedent herein provided for relating to such transaction have been complied
with.

    Section 8.2. Successor Person Substituted for Company.

    Upon any consolidation by the Company with or merger of the Company into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety to any Person in accordance
with Section 8.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and thereafter, except
in the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture, the Securities and the Coupons.

                                   ARTICLE 9

                            SUPPLEMENTAL INDENTURES

    Section 9.1. Supplemental Indentures without Consent of Holders.


    Without the consent of any Holders of Securities or Coupons, the Company
(when authorized by or pursuant to a Board Resolution) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental
hereto, or any amendment, restatement, supplement or other modification to any
Collateral Document, for any of the following purposes:

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


                                      59
<PAGE>   66

        (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (as shall be specified in such
supplemental indenture or indentures) or to surrender any right or power herein
conferred upon the Company;

        (3) to add to or change any of the provisions of this Indenture to
facilitate the issuance of Bearer Securities or to provide that Bearer
Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of, any premium or interest on or any
Additional Amounts with respect to Securities, to permit Bearer Securities to
be issued in exchange for Registered Securities, to permit Bearer Securities to
be exchanged for Bearer Securities of other authorized denominations or to
permit or facilitate the issuance of Securities in uncertificated form,
provided any such action shall not adversely affect the interests of the
Holders of Outstanding Securities of any series or any Coupons appertaining
thereto in any material respect;

        (4) to establish the form or terms of Securities of any series and any
Coupons appertaining thereto as permitted by Sections 2.1 and 3.1;

        (5) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.9;

        (6) to cure any ambiguity or to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture which shall not adversely affect the interests of the
Holders of Securities of any series then Outstanding or any Coupons
appertaining thereto in any material respect;

        (7) to add to, delete from or revise the conditions, limitations and
restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth;

        (8) to add any additional Events of Default with respect to all or any
series of Securities (as shall be specified in such supplemental indenture);

        (9) to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Article Four, provided that
any such action shall not adversely affect the interests of any Holder of
Outstanding Securities of such series and any Coupons appertaining thereto or
any other Outstanding Security or Coupon in any material respect;

        (10) to secure the Securities, or create additional security, or
release any security, for the Securities, pursuant to Section 10.5 or Article
16 or otherwise;

        (11) to make provisions with respect to conversion or exchange rights
of Holders of Securities of any series;


                                      60
<PAGE>   67

        (12) to amend or supplement any provision contained herein or in any
supplemental indenture, provided that no such amendment or supplement shall
materially adversely affect the interests of the Holders of any Securities then
Outstanding; or

        (13) to amend or supplement any provision contained herein, provided
that such amendment or supplement does not apply to any Outstanding Securities
issued prior to the date of such amendment or supplement and entitled to the
benefits of such provision.

    Section 9.2. Supplemental Indentures with Consent of Holders.

    With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Company's Board
Resolution) and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture or of the Securities of such series; provided, however,
that no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall

        (1) change the Stated Maturity of the principal of, or any premium or
installment of interest on or any Additional Amounts with respect to, any
Security, or reduce the principal amount thereof or the rate (or modify the
calculation of such rate) of interest thereon or any Additional Amounts with
respect thereto, or any premium payable upon the redemption thereof or
otherwise, or change the obligation of the Company to pay Additional Amounts
pursuant to Section 10.4 (except as contemplated by Section 8.1(1) and
permitted by Section 9.1(1)), or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or
the amount thereof provable in bankruptcy pursuant to Section 5.4, change the
redemption provisions or adversely affect the right of repayment at the option
of any Holder as contemplated by Article Thirteen, or change the Place of
Payment, Currency in which the principal of, any premium or interest on, or any
Additional Amounts with respect to any Security is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date or, in the case of repayment at the option of the Holder, on or
after the date for repayment),

        (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 15.4 for quorum or voting,

        (3) modify any of the provisions of this Section, Section 5.13 or
Section 10.9, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby,


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<PAGE>   68

        (4) affect the ranking, or with respect to Collateral, the priority or
security, of the Securities of each applicable series secured pursuant to
Article 16 (other than as expressly permitted in Article 16 or in the
supplemental indenture relating to the Securities or the terms of such
Securities, in each case at the time of issuance of such Securities) in a
manner adverse to the Holders of any such Securities,

        (5) make any change that adversely affects the right to convert or
exchange any Security into or for Common Stock of the Company or other
securities (whether or not issued by the Company), cash or property in
accordance with its terms.

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

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

    Section 9.3. Execution of Supplemental Indentures.

    As a condition to executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall receive, and
(subject to Section 315 of the Trust Indenture Act) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an
Officers' Certificate stating that all conditions precedent to the execution of
such supplemental indenture have been fulfilled. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

    Section 9.4. 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 a Security theretofore or thereafter authenticated and delivered
hereunder and of any Coupon appertaining thereto shall be bound thereby.

    Section 9.5. Reference in Securities to Supplemental Indentures.

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


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<PAGE>   69

    Section 9.6. Conformity with Trust Indenture Act.

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

    Section 9.7. Notice of Supplemental Indenture.

    Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                  ARTICLE 10

                                   COVENANTS

    Section 10.1. Payment of Principal, any Premium, Interest and Additional
Amounts.

    The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.

    Section 10.2. Maintenance of Office or Agency.

    The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series
are issuable as Bearer Securities, the Company shall maintain, subject to any
laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Company shall fail to
maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the


                                      63
<PAGE>   70

Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered
for payment at the place specified for the purpose with respect to such
Securities as provided in or pursuant to this Indenture, and the Company hereby
appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

    Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in
Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at the Corporate Trust
Office of the Trustee or any Office or Agency designated by the Company in the
Borough of Manhattan, The City of New York, if (but only if) payment of the
full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

    The Company may also from time to time designate one or more other Offices
or Agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an Office or
Agency in each Place of Payment for Securities of any series for such purposes.
The Company shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
Office or Agency. Unless otherwise provided in or pursuant to this Indenture,
the Company hereby designates as the Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the
Borough of Manhattan, The City of New York for the Securities of any series.

    Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.

    Section 10.3. Money for Securities Payments to Be Held in Trust.

    If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the Currency or currencies,
Currency unit or units or composite Currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.1 for the Securities of such series) sufficient to pay the
principal or any premium, interest or Additional Amounts so becoming due until
such


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<PAGE>   71

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

    Whenever the Company shall have one or more Paying Agents for any series of
Securities, it shall, on or prior to each due date of the principal of, any
premium or interest on or any Additional Amounts with respect to any Securities
of such series, deposit with any Paying Agent a sum (in the Currency or
currencies, Currency unit or units or composite Currency or currencies
described in the preceding paragraph) sufficient to pay the principal or any
premium, interest or Additional Amounts so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

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

        (1) hold all sums held by it for the payment of the principal of, any
premium or interest on or any Additional Amounts with respect to Securities of
such series in trust for the benefit of the Persons entitled thereto until such
sums shall be paid to such Persons or otherwise disposed of as provided in or
pursuant to this Indenture;

        (2) give the Trustee written notice of any default by the Company (or
any other obligor upon the Securities of such series) in the making of any
payment of principal, any premium or interest on or any Additional Amounts with
respect to the Securities of such series; and

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

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

        Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder
of such Security or any Coupon appertaining thereto shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall, at the request and expense of the
Company, cause to be published once, in an


                                      65
<PAGE>   72

Authorized Newspaper in each Place of Payment for such series or to be mailed
to Holders of Registered Securities of such series, or both, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication or mailing nor shall
it be later than two years after such principal and any premium or interest or
Additional Amounts shall have become due and payable, any unclaimed balance of
such money then remaining will be repaid to the Company.

    Section 10.4. Additional Amounts.

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

    Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents,
if other than the Trustee, an Officers' Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who
are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. The Company covenants to
fully indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence,
bad faith or willful misconduct on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

    Section 10.5. Limitations upon Liens.

                (a) The Company will not, and will not permit any Restricted
Subsidiary to, create, incur, issue, assume or guarantee any Indebtedness
secured by any Lien on any property


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<PAGE>   73

(including shares of Capital Stock or Indebtedness) or assets of the Company or
any Restricted Subsidiary, whether now owned or hereafter acquired, without in
any such case effectively providing concurrently with the creation, incurrence,
issuance, assumption or guarantee of such Indebtedness or the grant of any Lien
with respect to such Indebtedness that all Securities Outstanding at such time
(together with, if the Company so determines, any other Indebtedness of the
Company or such Restricted Subsidiary then existing or thereafter created which
is not subordinate to the Securities Outstanding at such time) will be secured
by any such Lien equally and ratably with (or prior to) such secured
Indebtedness, so long as such secured Indebtedness is so secured; provided,
however, that no such Lien shall be granted with respect to any Indebtedness
under this Section 10.5(a) so long as prohibited by the Credit Facility or
otherwise. The foregoing restriction and proviso will not, however, apply to
Indebtedness secured by:

         (i)      Liens on property or assets of the Company or any Restricted
                  Subsidiary existing on the date of the original issuance of
                  the applicable series of Securities or such other date as may
                  be specified for an applicable series of Securities,

         (ii)     Liens on shares of Capital Stock of any Subsidiary of the
                  Company securing Indebtedness of the Company under the Credit
                  Facility, whether now existing or hereafter arising,

         (iii)    Liens on property or assets of any Person existing at the
                  time such Person becomes a Restricted Subsidiary or is merged
                  with or into or consolidated with the Company or a Restricted
                  Subsidiary, or at the time of a sale, lease or other
                  disposition of the properties of a Person as an entirety or
                  substantially as an entirety to the Company or a Restricted
                  Subsidiary, or arising thereafter pursuant to contractual
                  commitments entered into prior to and not in contemplation of
                  such Person becoming a Restricted Subsidiary and not in
                  contemplation of any such merger or consolidation or any such
                  sale, lease or other disposition; provided that such Liens
                  shall not extend to any other property or assets of the
                  Company or any Restricted Subsidiary,

         (iv)     Liens on property or assets of the Company or any Restricted
                  Subsidiary existing at the time of acquisition thereof
                  (including acquisition through merger or consolidation);
                  provided that such Liens were in existence prior to and were
                  not created in contemplation of such acquisition and shall
                  not extend to any other property or assets of the Company or
                  any Restricted Subsidiary,

         (v)      Liens on property (including in the case of a plant or
                  facility, the land on which it is erected and fixtures
                  comprising a part thereof) or assets of the Company or any
                  Restricted Subsidiary securing the payment of all or any part
                  of the purchase price or construction cost thereof or
                  securing any Indebtedness created, incurred, assumed or
                  guaranteed prior to, at the time of or within 180 days after,
                  the acquisition of such property or assets or the completion
                  of any such construction, whichever is later, for the purpose
                  of financing all or any part of the purchase price or
                  construction cost thereof (provided, in the case of Liens
                  securing the payment of all or any part of the purchase price
                  of any property or assets of the Company or any Restricted
                  Subsidiary, as the case may be, or securing any Indebtedness


                                      67
<PAGE>   74

                  created, incurred, assumed or guaranteed for the purposes of
                  financing all or any part of such purchase price, such Liens
                  are limited to the property or assets then being acquired and
                  fixed improvements thereon and the Capital Stock of any
                  person formed to acquire such property or assets, and,
                  provided further, that in the case of Liens securing the
                  payment of all or any part of the construction cost of any
                  property of the Company or any Restricted Subsidiary, as the
                  case may be, or securing any Indebtedness created, incurred,
                  assumed or guaranteed for the purpose of financing all or any
                  part of such construction cost, such Liens are limited to the
                  assets or property then being constructed and the land on
                  which such property is erected and fixtures comprising a part
                  thereof),

         (vi)     Liens on property or assets to secure all or any part of the
                  cost of development, operation, construction, alteration,
                  repair or improvement of all or any part of such property or
                  assets, or to secure Indebtedness incurred prior to, at the
                  time of or within 180 days after, the completion of such
                  development, operation, construction, alteration, repair or
                  improvement, whichever is later, for the purpose of financing
                  all or any part of such cost (provided such Liens do not
                  extend to or cover any property or assets of the Company or
                  any Restricted Subsidiary other than the property or assets
                  then being developed, constructed, altered, repaired or
                  improved and the land on which such property is erected and
                  fixtures comprising a part thereof),

         (vii)    Liens which secure Indebtedness owing by a Restricted
                  Subsidiary to the Company or to a Restricted Subsidiary,

         (viii)   Liens on the property of the Company or a Restricted
                  Subsidiary in favor of the United States of America or any
                  State thereof, or any department, agency, instrumentality or
                  political subdivision of the United States of America or any
                  State thereof, or in favor of any other country, or any
                  department, agency, or instrumentality or political
                  subdivision thereof, in each case (a) securing partial,
                  progress, advance or other payments pursuant to any contract
                  or statute, (b) securing indebtedness incurred to finance all
                  or any part of the purchase price or cost of constructing,
                  installing or improving the property subject to such
                  mortgages including mortgages to secure Indebtedness of the
                  pollution control or industrial revenue bond type, or (c)
                  securing indebtedness issued or guaranteed by the United
                  States of America, any State, any foreign country or any
                  department, agency, instrumentality or political subdivision
                  of any such jurisdiction,

         (ix)     statutory or common law landlords', carriers',
                  warehouseman's, mechanics', suppliers', materialmens',
                  repairmen's, or other like Liens arising in the ordinary
                  course of business and with respect to amounts not yet
                  delinquent or being contested in good faith by appropriate
                  legal proceedings promptly instituted and diligently
                  conducted and for which a reserve or other appropriate
                  provision, if any, as shall be required in conformity with
                  GAAP shall have been made,

         (x)      Liens for taxes, assessments or governmental charges that are
                  being contested in good faith by appropriate legal
                  proceedings promptly instituted and diligently


                                      68
<PAGE>   75

                  conducted and for which adequate reserves or other
                  appropriate provisions are being maintained, to the extent
                  required by GAAP,

         (xi)     zoning restrictions, easements or minor defects or
                  irregularities in title and other similar charges or
                  encumbrances on property not interfering in any material
                  respect with the use of such property by the Company or any
                  Restricted Subsidiary,

         (xii)    customary deposit arrangements entered into in connection
                  with acquisitions,

         (xiii)   Liens in favor of the Trustee or the trustee under any
                  indenture for debt securities of the Company, as provided for
                  in the applicable indenture on money or property held or
                  collected by the applicable trustee in its capacity as
                  trustee,

         (xiv)    Liens that are within the general parameters customary in the
                  industry and incurred in the ordinary course of business
                  securing Indebtedness under any Interest Rate Agreement or
                  Currency Agreement designed solely to protect the Company or
                  any of its Restricted Subsidiaries from fluctuations in
                  interest rates, currencies or the price of commodities,

         (xv)     Liens incurred (a) in connection with workers' compensation,
                  unemployment insurance and other types of statutory
                  obligations or the requirements of any official body, or (b)
                  to secure the performance of Surety Obligations incurred in
                  the ordinary course of business consistent with industry
                  practice, or (c) to obtain or secure obligations with respect
                  to letters of credit, guarantees, bonds or other sureties or
                  assurances given in connection with the activities described
                  in clauses (a) and (b) above, in each case not incurred or
                  made in connection with the borrowing of money, the obtaining
                  of advances or credit or the payment of the deferred purchase
                  price of property or services, or (d) Liens securing
                  performance of leases, construction, sales or servicing
                  contracts and similar obligations incurred in the ordinary
                  course of business, in each case not incurred or made in
                  connection with the borrowing of money,

         (xvi)    judgment Liens against the Company or any Restricted
                  Subsidiary not giving rise to an Event of Default, and

         (xvii)   any extension, renewal, substitution or replacement (or
                  successive extensions, renewals, substitutions or
                  replacements), in whole or in part, of any of the Liens
                  referred to in paragraphs (i) through (xvi) above or the
                  Indebtedness secured thereby.

         Notwithstanding the foregoing, the Company and any Restricted
Subsidiary may create, incur, issue or assume Indebtedness secured by a Lien
which would otherwise be subject to the foregoing restrictions if the aggregate
principal amount of all Indebtedness secured by Liens on property or assets of
the Company and of any Restricted Subsidiary then outstanding (not including
any such Indebtedness secured by Liens permitted to be incurred pursuant to
paragraphs (i) through (xvii) above) plus Attributable Debt of the Company and
its Restricted Subsidiaries in respect of Sale and Leaseback Transactions that
would otherwise be subject to the restrictions in


                                      69
<PAGE>   76
Section 10.6 does not at the time such Indebtedness is incurred exceed an amount
equal to 10% of Consolidated Net Tangible Assets.

                  (b) For the purposes of clause (a) above, the giving of a
guarantee which is secured by a Lien and the creation of a Lien to secure
Indebtedness which existed prior to the creation of such Lien, will be deemed to
involve the creation of Indebtedness in an amount equal to the principal amount
guaranteed or secured by such Lien; but the amount of Indebtedness secured by
Liens will be computed without cumulating the underlying Indebtedness with any
guarantee thereof or Lien securing the same.

                  (c) For the purposes of determining compliance with this
Section 10.5, in the event that an item of Indebtedness meets the criteria of
more than one of the types of Indebtedness described in clause (a) above, the
Company, in its sole discretion, will classify, and may reclassify, such
Indebtedness and only be required to include the amount and type of such
Indebtedness in one of the items of clause (a) above may be divided and
classified and reclassified into more than one of the types of Indebtedness
described above.

                  (d) The provisions of this Section 10.5 shall be subject
to the provisions of Article 16, as they may be modified pursuant to Section
3.1, in the case of any series of Securities secured pursuant to Article 16,
such that the provisions of this Section 10.5, including the 10% exception
referred to in Section 105(a), shall not apply to limit the right of Holders of
Securities secured pursuant to Article 16 to be secured equally and ratably with
the Lenders under the Credit Facility with regard to any Collateral from time to
time pledged pursuant to the Credit Facility.

         Section 10.6. Limitations upon Sales and Leasebacks.

         The Company will not, and will not permit any Restricted Subsidiary to,
enter into any arrangement after the date of the original issuance of the
applicable series of Securities or such other date as may be specified for an
applicable series of Securities with any bank, insurance company or other lender
or investor (other than the Company or another Restricted Subsidiary) providing
for the leasing by the Company or any such Restricted Subsidiary of any property
or assets for a period of more than three years, which was or is owned or leased
by the Company or a Restricted Subsidiary and which has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such lender or
investor or to any Person to whom funds have been or are to be advanced by such
lender or investor on the security of such property or assets (herein referred
to as a "Sale and Leaseback Transaction") unless either:

         (i)      the Company and its Restricted Subsidiaries would be entitled,
                  pursuant to Section 10.5, to incur Indebtedness secured by a
                  Lien on such property or assets in a principal amount equal to
                  or exceeding the Attributable Debt in respect of such Sale and
                  Leaseback Transaction without equally and ratably securing the
                  applicable series of Securities; or

         (ii)     the Company, within 180 days after the sale or transfer,
                  applies or causes a Restricted Subsidiary to apply an amount
                  equal to the greater of the net proceeds of such sale or
                  transfer or the fair value of the property or assets subject
                  to such sale or transfer at the time of such sale or transfer
                  (as determined by any two of the


                                       70
<PAGE>   77


                  following: the President, any Vice President, the Treasurer
                  and the Controller of the Company) to the retirement of
                  Securities or other Funded Debts of the Company (other than
                  Funded Debt subordinated to the Securities) or Funded Debt of
                  a Restricted Subsidiary; provided that the amount to be so
                  applied shall be reduced by (a) the principal amount of
                  Securities delivered within 180 days after such sale or
                  transfer to the Trustee for retirement and cancellation, and
                  (b) the principal amount of any such Funded Debt of the
                  Company or a Restricted Subsidiary, other than Securities,
                  voluntarily retired by the Company or a Restricted Subsidiary
                  within 180 days after such sale or transfer to the Trustee for
                  retirement and cancellation, excluding in the case of both (a)
                  and (b), retirement pursuant to any mandatory sinking fund
                  payment or any mandatory prepayment provision or by payment at
                  maturity.

         Section 10.7. Restrictions on Funded Debt of Restricted Subsidiaries.

         The Company will not permit any Restricted Subsidiary to create, incur,
issue, assume or guarantee any Funded Debt. This restriction will not apply if:

         (i)      The Company or such Restricted Subsidiary could create
                  Indebtedness secured by Liens in accordance with one or more
                  of clauses (i) through (xvii) of Section 10.5 (a) (whether or
                  not such Indebtedness is in fact secured by Liens) or enter
                  into a Sale and Leaseback Transaction in accordance with
                  Section 10.6 in an amount equal to such Funded Debt, without
                  equally and ratably securing the Securities,

         (ii)     such Funded Debt existed on the date of the original issuance
                  of the applicable series of Securities or such other date as
                  may be specified for an applicable series of Securities,

         (iii)    such Funded Debt is owed to the Company or any Restricted
                  Subsidiary,

         (iv)     such Funded Debt existed at the time the Person that issued
                  such Funded Debt became a Restricted Subsidiary, or was merged
                  with or into or consolidated with such Restricted Subsidiary,
                  or at the time of a sale, lease or other disposition or the
                  properties of such Person as an entirety to such Restricted
                  Subsidiary, or arising thereafter

                  (a)      otherwise than in connection with the borrowing of
                           money arranged thereafter and

                  (b)      pursuant to contractual commitments entered into
                           prior to and not in contemplation of such Person
                           becoming a Restricted Subsidiary and not in
                           contemplation of any such merger or consolidation or
                           any such sale, lease or other disposition,

         (v)      such Funded Debt is guaranteed by the Company,

         (vi)     such Funded Debt is guaranteed by a governmental agency,


                                       71
<PAGE>   78


         (vii)    such Funded Debt is issued, assumed or guaranteed in
                  connection with, or with a view to, compliance by such
                  Restricted Subsidiary with the requirements of any program
                  adopted by any federal, state or local governmental authority
                  and applicable to such Restricted Subsidiary and providing
                  financial or tax benefits to such Restricted Subsidiary which
                  are not available directly to the Company,

         (viii)   such Funded Debt is issued, assumed or guaranteed to pay all
                  or any part of the purchase price or the construction cost of
                  property or equipment acquired or constructed by a Restricted
                  Subsidiary, provided such Funded Debt is incurred within 180
                  days after acquisition, completion of construction or
                  commencement of full operation of such property, whichever is
                  later, and, provided further, that the principal amount of
                  such Funded Debt does not exceed 100% of the fair market value
                  of the property or equipment acquired or constructed,

         (ix)     such Funded Debt is nonrecourse, or

         (x)      such Funded Debt is incurred for the purpose of extending,
                  renewing, substituting, replacing or refunding Funded Debt
                  permitted by the foregoing clauses (i) through (ix).

         Notwithstanding the foregoing, any Restricted Subsidiary may create,
incur, issue, assume or guarantee Funded Debt which would otherwise be subject
to the foregoing restrictions in an aggregate principal amount which, together
with the aggregate outstanding principal amount of all other Funded Debt of the
Company's Restricted Subsidiaries which would otherwise be subject to the
foregoing restrictions (not including Funded Debt permitted to be incurred
pursuant to clauses (i) through (x) above), does not at the time such Funded
Debt is incurred exceed an amount equal to 10% of Consolidated Net Tangible
Assets.

         Section 10.8. Corporate Existence.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the existence of each of its Restricted Subsidiaries and the
rights (charter and statutory) and franchises of the Company and each of its
Restricted Subsidiaries; provided, however, that the foregoing shall not
obligate the Company to preserve the existence of any of its Restricted
Subsidiaries or any such right or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not disadvantageous in any material respect
to any Holder.

         Section 10.9. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 10.5 through 10.8, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, either shall
waive such compliance in such instance or generally shall have waived compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of


                                       72
<PAGE>   79


the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.

         Section 10.10. Company Statement as to Compliance; Notice of Certain
         Defaults.

                  (1) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that

                           (a) a review of the activities of the Company during
such year and of its performance under this Indenture has been made under his or
her supervision, and

                           (b) to the best of his or her knowledge, based on
such review, (a) the Company has complied with all the conditions and covenants
imposed on it under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such condition or covenant, specifying each
such default known to him or her and the nature and status thereof, and (b) no
event has occurred and is continuing which is, or after notice or lapse of time
or both would become, an Event of Default, or, if such an event has occurred and
is continuing, specifying each such event known to him and the nature and status
thereof.

                  (2) The Company shall deliver to the Trustee, within five days
after the occurrence thereof, written notice of any Event of Default or any
event which after notice or lapse of time or both would become an Event of
Default pursuant to clause (4) of Section 5.1.

         Section 10.11. 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.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.1. Applicability of Article.

         Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 11.2. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of (a) less than all of the Securities of any series or (b) all
of the Securities of any series, with the same issue date,


                                       73
<PAGE>   80


interest rate or formula, Stated Maturity and other terms, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of Securities of
such series to be redeemed.

         Section 11.3. Selection by Trustee of Securities to be Redeemed.

         If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into Common Stock or exchanged for other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection.

         Section 11.4. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
1.6, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to the Holders
of Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

         Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

         All notices of redemption shall state:


                                       74
<PAGE>   81


                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all Outstanding Securities of any series are
to be redeemed, the identification (and, in the case of partial redemption, the
principal amount) of the particular Security or Securities to be redeemed,

                  (4) in case any Security is to be redeemed in part only, the
notice which relates to such Security shall state that on and after the
Redemption Date, upon surrender of such Security, the Holder of such Security
will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,

                  (5) that, on the Redemption Date, the Redemption Price shall
become due and payable upon each such Security or portion thereof to be
redeemed, and, if applicable, that interest thereon shall cease to accrue on and
after said date,

                  (6) the place or places where such Securities, together (in
the case of Bearer Securities) with all Coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining
thereto,

                  (7) that the redemption is for a sinking fund, if such is the
case,

                  (8) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be accompanied
by all Coupons maturing subsequent to the date fixed for redemption or the
amount of any such missing Coupon or Coupons will be deducted from the
Redemption Price, unless security or indemnity satisfactory to the Company, the
Trustee and any Paying Agent is furnished,

                  (9) if Bearer Securities of any series are to be redeemed and
no Registered Securities of such series are to be redeemed, and if such Bearer
Securities may be exchanged for Registered Securities not subject to redemption
on the Redemption Date pursuant to Section 3.5 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made,

                  (10) in the case of Securities of any series that are
convertible into Common Stock of the Company or exchangeable for other
securities, the conversion or exchange price or rate, the date or dates on which
the right to convert or exchange the principal of the Securities of such series
to be redeemed will commence or terminate and the place or places where such
Securities may be surrendered for conversion or exchange, and

                  (11) the CUSIP number or the Euroclear or the Clearstream
reference numbers of such Securities, if any (or any other numbers used by a
Depository to identify such Securities).

         A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Securities to be redeemed.


                                       75
<PAGE>   82


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

         Section 11.5. Deposit of Redemption Price.

         On or prior to 10:00 a.m., New York City time, on any Redemption Date,
the Company shall deposit, with respect to the Securities of any series called
for redemption pursuant to Section 11.4, with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 10.3) an amount of money in the applicable Currency
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date, unless otherwise specified pursuant to
Section 3.1 or in the Securities of such series) any accrued interest on and
Additional Amounts with respect thereto, all such Securities or portions thereof
which are to be redeemed on that date.

         Section 11.6. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section 10.2),
and provided, further, that, except as otherwise specified in or pursuant to
this Indenture or the Registered Securities of such series, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
Regular Record Dates therefor according to their terms and the provisions of
Section 3.7.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons


                                       76
<PAGE>   83


at an Office or Agency for such Security located outside of the United States
except as otherwise provided in Section 10.2.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium, until paid,
shall bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         Section 11.7. Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.1. Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of such series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series and this Indenture.

         Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

         The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the


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<PAGE>   84



Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
12.2, the principal amount of Securities of such series to be redeemed in order
to satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the
Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that series purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.

         Section 12.3. Redemption of Securities for Sinking Fund.

         Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                   ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1. Applicability of Article.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not


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<PAGE>   85


operate as a payment, redemption or satisfaction of the Indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Section
13.1, in connection with any repayment of Securities, the Company may arrange
for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders
of such Securities on or before the close of business on the repayment date an
amount not less than the repayment price payable by the Company on repayment of
such Securities, and the obligation of the Company to pay the repayment price of
such Securities shall be satisfied and discharged to the extent such payment is
so paid by such purchasers.

                                   ARTICLE 14

                        SECURITIES IN FOREIGN CURRENCIES

         Section 14.1. Applicability of Article.

         Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such
action or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written
notice to the Trustee.

                                   ARTICLE 15

                        MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1. Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

         Section 15.2. Call, Notice and Place of Meetings.

                  (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken


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<PAGE>   86


at such meeting, shall be given, in the manner provided in Section 1.6, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.

                  (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 15.1, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 1.6) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as provided
in clause (1) of this Section.

         Section 15.3. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

         Section 15.4. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a quorum.

         Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent,


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<PAGE>   87


waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

         Section 15.5. Determination of Voting Rights; Conduct and Adjournment
of Meetings.

                  (1) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 1.4
and the appointment of any proxy shall be proved in the manner specified in
Section 1.4 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.4 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 1.4 or
other proof.

                  (2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 15.2(2), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

                  (4) Any meeting of Holders of Securities of any series duly
called pursuant to Section 15.2 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.


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<PAGE>   88


         Section 15.6. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                   ARTICLE 16

                                    SECURITY

         Section 16.1. Applicability of Article.

         The securing of payments due on Securities of any series, if so
provided pursuant to Section 3.1 in respect of such series, shall be done in
accordance with this Article, except as the provisions of this Article may be
modified, superseded or supplemented by the terms of such Securities.

         The security interest or interests granted pursuant to this Article in
any Collateral shall continue for so long as, but only for so long as, the
security interest or interests granted in such Collateral in connection with the
Credit Facility are not terminated or otherwise released by the Lenders that are
parties to the Credit Facility and shall terminate in any event when the Credit
Facility expires; provided, that the security interest or interest granted
pursuant to this Article shall continue in effect in the event of any amendment,
extension, renewal, substitution or replacement, or successive amendment,
extension, renewal, substitution or replacement, of the Credit Facility or any
obligations owing under the Credit Facility.

         Section 16.2. Collateral Documents.

         In order to secure, equally and ratably with obligations owing under
the Credit Facility, the due and punctual payment of the principal of, premium,
if any, and interest on the Securities of each applicable series, or any
Additional Amounts payable with respect thereto, when and as the same shall be
due and payable, whether on an interest payment date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of and interest (to the extent permitted by law), if any, on the
Securities of each applicable series, or any Additional


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Amounts payable with respect thereto, and performance of all other obligations
of the Company to the Holders or the Trustee under this Indenture and the
Securities of each applicable series, according to the terms hereof or thereof,
the Company shall, prior to or simultaneously with the initial issuance of
Securities secured in accordance with this Article 16, enter into the Collateral
Documents and make an assignment and pledge of its rights, title and interests
in and to the Collateral to the Collateral Agent pursuant to the Collateral
Documents and to the extent therein provided. The Company covenants and agrees,
for the benefit of Securities secured pursuant to this Article, to duly perform
all of its obligations under the Collateral Documents. Each Holder of a Security
of an applicable series, by its acceptance thereof, consents and agrees to the
terms of the Collateral Documents (including, without limitation, the provisions
providing for the release of Collateral) as the same may be in effect or may be
amended from time to time in accordance with their terms, and authorizes and
directs the Collateral Agent to enter into each of the Collateral Documents to
which it is a party and to perform its obligations and exercise its rights
thereunder in accordance therewith; provided, however, that if any provision of
the Collateral Documents limits, qualifies or conflicts with the duties imposed
by the provisions of the Trust Indenture Act, the Trust Indenture Act shall
control. The Company shall execute, acknowledge and deliver to the Trustee and
the Collateral Agent such further assignments, transfers, assurances or other
instruments as the Trustee or the Collateral Agent may require or request, and
will do or cause to be done all such acts and things as may be necessary or
proper, or as may be required by the Trustee or the Collateral Agent to assure
and confirm to the Trustee and the Collateral Agent the equal and ratable
security interest in the Collateral contemplated hereby and, by the Collateral
Documents or any part thereof, as from time to time constituted, so as to render
the same available for the equal and ratable security and benefit of this
Indenture and of the Securities of each applicable series secured pursuant to
this Article together with each of the other Lenders, according to the intent
and purposes herein expressed. The Collateral Documents will create a valid,
perfected lien on and security interest in the Collateral for the equal and
ratable benefit of Holders of Securities of each applicable series and of each
of the Lenders as set forth therein.

         Notwithstanding any provision to the contrary in this Indenture,
including Section 10.5, on or after the date Securities of any applicable series
are secured as provided above, the Company shall not, and shall not permit any
Restricted Subsidiary to, grant any Lien with respect to obligations owing under
the Credit Facility on any property (including shares of Capital Stock or
Indebtedness) or assets of the Company or any Restricted Subsidiary, whether now
owned or hereafter acquired, without in any such case effectively providing
concurrently with the grant of any such Lien that all Securities of each
applicable series Outstanding at such time will be secured by any such Lien
equally and ratably with any obligation owing under the Credit Facility, by
immediately creating a perfected security interest in favor of the Collateral
Agent in such Collateral pursuant to the Collateral Documents for the equal and
ratable benefit of the Securities of each applicable series secured pursuant to
this Article 16 and, to the extent reasonably determined necessary or desirable
by the Trustee or the Collateral Agent, additional security documents shall be
entered into in order to effectively grant such perfected security interests,
together with such other documents, certificates, resolutions, instruments,
financing statements, opinions and writings that would have been required to be
delivered if such perfected security interests had been created on the date of
this Indenture, all of which shall be in form and substance satisfactory to the
Trustee and the Collateral Agent.


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<PAGE>   90


         Section 16.3. Perfection and Opinions.

                  (a) The Company shall furnish to the Trustee promptly after
the creation of a security interest for the benefit of the Holders of Securities
of each applicable series an Opinion of Counsel either (i) stating that in the
opinion of such counsel all action has been taken with respect to the delivery
of the Collateral to the Collateral Agent and the execution, registration and/or
filing of any other instruments necessary to make effective the Liens intended
to be created by this Article of the Indenture and the Collateral Documents, and
reciting the details of such action or (ii) stating that, in the opinion of such
counsel, no such action is necessary to make such Liens effective.

                  (b) So long as any Securities of any series are secured
pursuant to this Article 16, the Company shall furnish in respect of each such
series to the Collateral Agent and the Trustee at least once each year, as close
as possible to the anniversary of the applicable opinion delivered pursuant to
Section 16.3(a), an Opinion of Counsel, dated as of such date, either (i)(1)
stating that, in the opinion of such counsel, action has been taken with respect
to the recording, registering, filing, re-recording, re-registering and refiling
of all supplemental indentures, financing statements, continuation statements or
other instruments of further assurance as is necessary to maintain the Lien of
the Collateral Documents and reciting with respect to the security interests in
the collateral the details of such action or referring to prior Opinions of
Counsel in which such details are given and (2) stating that all financing
statements and continuation statements have been executed and filed that are
necessary as of such date and during the succeeding six months fully to preserve
and protect the rights of the Holders of Securities of the applicable series and
the Collateral Agent and the Trustee hereunder and under the Collateral
Documents with respect to the security interests in the Collateral, or (ii)
stating that, in the opinion of such counsel, no such action is necessary to
maintain such Lien and assignment.

         Section 16.4. Release of Collateral.

         Collateral may be released from the lien and security interest created
by the Collateral Documents at any time or from time to time at the sole cost
and expense of the Company and in accordance with the terms hereof and of the
Collateral Documents. Without limiting the generality of the foregoing, it is
specifically acknowledged that the Collateral shall be released from the lien in
favor of the Holders of Securities of the applicable series concurrently with
being released from the lien in favor of all Lenders having an interest in the
Collateral under the Collateral Documents. The Trustee shall execute, deliver or
acknowledge any necessary or proper instruments of termination, satisfaction or
release provided by or on behalf of the Company to evidence the release of any
Collateral permitted to be released pursuant to this Indenture or the Collateral
Documents.

         The release of any Collateral from the terms hereof and of the
Collateral Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms hereof and of the Collateral
Documents. The Trustee and each of the Holders of Securities of each applicable
series acknowledge that a release of Collateral in accordance with the terms of
the Collateral Documents shall not be deemed for any purpose to be an impairment
of the security under this Indenture.


                                       84
<PAGE>   91


         Section 16.5. Certificates of the Company and the Trustee.

                  (1) To the extent applicable the Company shall comply with (a)
ss. 314(b) of the Trust Indenture Act, relating to Opinions of Counsel regarding
the lien of the Collateral Documents and (b) ss. 314(d) of the Trust Indenture
Act, relating to the release of Collateral from the lien of the Collateral
Documents and Officers' Certificates or other documents regarding fair value of
the Collateral.

                  (2) The Trustee shall deliver to the Collateral Agent:

                           (a) in the event that the Company has failed to
deliver the Officers' Certificate required by clause (1) of this Section 16.5,
within thirty days of the date on which such Officers' Certificate was required
to be delivered, a certificate notifying the Collateral Agent of such failure;
and

                           (b) in the event that the Company shall subsequently
cure such failure described in clause (a) hereof, within thirty days of the
receipt by the Trustee of such Officers' Certificate, a certificate stating that
the Company has cured such failure.

                  (3) In the event that the Company wishes to release Collateral
in accordance with the Collateral Documents, it shall deliver to the Trustee and
the Collateral Agent the certificates and documents required by Section 314(d)
of the Trust Indenture Act as well as an Officers' Certificate requesting the
release of Collateral and an Opinion of Counsel to the effect that such
documents constitute all documents required by Section 314(d) of the Trust
Indenture Act.

         Section 16.6. Authorization of Actions to be taken by the Trustee under
the Collateral Documents.

         Each Holder, by acceptance of a Security of an applicable series,
consents and agrees to the terms of the Collateral Documents as the same may be
in effect or may be amended from time to time in accordance with the terms
thereof and hereof and authorizes and directs the Trustee to enter into the
Collateral Documents, or any amendment thereto necessary or advisable in order
to extend the security provided by this Article 16 to any series of Securities
being issued under this Indenture, and to perform its obligations and exercise
its rights thereunder in accordance therewith. The Trustee may, in its sole
discretion and without the consent of the Holders, on behalf of the Holders,
take all actions it deems necessary or appropriate in order to (a) enforce any
of the terms of the Collateral Documents and (b) collect and receive any and all
amounts payable in respect of the obligations of the Company to the Holders or
the Trustee hereunder. The Trustee shall have the power, consistent with the
terms of this Indenture and the Collateral Documents, to institute and to
maintain such suits and proceedings as it may deem expedient to (i) collect and
receive any and all amounts payable in respect of the obligations of the Company
hereunder, (ii) prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Collateral Documents or this Indenture, and
(iii) preserve or protect its interests and the interests of the Holders of
Securities of each applicable series in the Collateral (including power to
institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the security


                                       85
<PAGE>   92

interest hereunder or be prejudicial to the interests of the Holders or of the
Trustee). Subject to the limitations set forth in clause (4) of Section 9.2
hereof, in the event that the Trustee on behalf of the Holders shall act, make
elections or vote under the Collateral Documents, the Trustee shall act, make
elections or vote as directed by the Holders of a majority in principal amount
of the then outstanding Securities of each applicable series secured pursuant to
this Article and all of the Holders of Securities of each such applicable series
shall be bound by such direction.

         Section 16.7. Authorization of Receipt of Funds by the Trustee under
the Collateral Documents.

         The Trustee is authorized to receive for the benefit of the Holders of
Securities of each applicable series any funds distributed under the Collateral
Documents, and to make further distributions of such funds to the Holders of
Securities of each applicable series according to the provisions of this
Indenture and the Collateral Documents.

         Section 16.8. Disposition of Proceeds.

                  (1) The proceeds of any sale or disposition of all or any part
of the Collateral shall be applied by the Trustee in the following order:

                           (a) first, to the payment of all amounts due the
Trustee and any predecessor Trustee hereunder;

                           (b) second, to the payment of the amount then due and
unpaid upon the Securities entitled to the benefits of this Article 16 for the
principal, premium, if any, Additional Amounts, if any, and interest in respect
of which or for the benefit of which such money has been collected, ratably
without preference or priority of any kind, according to the aggregate amount
due and payable on such Securities for principal, premium, if any, Additional
Amounts, if any, and interest;

                           (c) third, to be held by the Trustee, in trust for
the benefit of the holders of Securities entitled to the benefits of this
Article 16, for payment of any amounts that become due but remain unpaid upon
such Securities in the future, until such time as all principal, premium, if
any, Additional Amounts, if any, and interest in respect of which or for the
benefit of which such money has been collected, has been paid in full; and

                           (d) finally, the balance, if any, to the Person or
Persons entitled thereto.

                  (2) Any amounts held in trust pursuant to clause (1)(c) of
this Section 16.8 shall be invested by the Trustee in Government Obligations at
the written direction of the Company. If the Company fails to so direct the
Trustee in writing, the Trustee may invest such amounts in instruments of the
type described in clause (i) of the definition of Government Obligations which
have a maturity of not more than three months from the date of acquisition.

                  (3) In the event that the proceeds of any sale or other
disposition of Collateral are insufficient to cover the principal of, and
premium, if any, Additional Amounts, if any, and interest on, the Securities
plus costs and expenses of the sale or other disposition, the Company shall
remain liable for any deficiency.


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         Section 16.9. Liens.

         The Company represents and warrants that it has, and covenants that it
shall continue to have, full power and lawful authority to grant, release,
convey, assign, transfer, mortgage, pledge, hypothecate and otherwise create the
security interests in the Collateral as contemplated by this Indenture and the
Collateral Documents; and the Company shall warrant, preserve and defend the
interest and title of the Collateral Agent to the Collateral against the claims
of all persons and will maintain and preserve the security interests
contemplated by this Article 16.

         Section 16.10. Security Interests.

                  (1) The Company shall deliver or cause to be delivered to the
Collateral Agent from time to time such other documentation, consents,
authorizations, approvals and orders in form and substance satisfactory to the
Collateral Agent as shall be reasonably necessary or advisable to perfect or
maintain the liens for the benefit of the Holders.

                  (2) The Company shall perform any and all acts and execute any
and all documents (including, without limitation, the execution, amendment of
supplementation of any financing statement and continuation statement or other
statement) for filing under the provisions of the Uniform Commercial Code and
the rules and regulations thereunder or any other statute, rule or regulation of
any applicable federal, state or local jurisdiction, which are necessary or
advisable, from time to time, in order to grant and maintain in favor of the
Collateral Agent for the benefit of the Holders and the Lenders, equally and
ratably, a valid, perfected lien on the Collateral in accordance with the
Collateral Documents.

         Section 16.11. Further Assurances.

         The Company will promptly execute and deliver such additional
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purpose of this Article 16 and the Collateral
Documents.

         Section 16.12. Notices, etc., Relating to the Collateral Documents.

         In the event that the taking of any action or the occurrence of any
event hereunder is subject to any provision set forth in the Collateral
Documents, the Collateral Agent shall provide the Trustee with the results of
the instructions, consents, notices or approvals of the Lenders other than
Holders with respect to such matter received by the Collateral Agent. The
Trustee may rely on the certificate from the Collateral Agent as to the
instructions, consents, notices or approvals of the Lenders other than Holders
and such certificate shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under this Indenture upon the faith thereof.

                                    * * * * *

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


                                       87
<PAGE>   94



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

                                           JABIL CIRCUIT, INC.




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


                                           THE BANK OF NEW YORK,
                                                    as Trustee




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


                                       88
<PAGE>   95


STATE OF  _________)
                                    :  ss.:
COUNTY OF ________)

         On the _____ day of , 20__, before me personally came _______________,
to me known, who, being by me duly sworn, did depose and say that he is a
_____________ of JABIL CIRCUIT, INC., a Delaware corporation, the person
described in and who executed the foregoing instrument, and that he signed said
instrument by authority of the Board of Directors of said Corporation.




                                  -----------------------------------
                                  Notary Public

[NOTARIAL SEAL]



                                       89
<PAGE>   96


STATE OF  _________)
                                          :  ss.:
COUNTY OF ________)

         On the _____ day of , 20__, before me personally came _______________,
to me known, who, being by me duly sworn, did depose and say that he is a
_____________ of THE BANK OF NEW YORK, a New York banking corporation, the
person described in and who executed the foregoing instrument, and that he
signed said instrument by authority of the Board of Directors of said
Corporation.



                                  -----------------------------------
                                  Notary Public

[NOTARIAL SEAL]


                                       90