<PAGE>   1
================================================================================



                             PRIME HOSPITALITY CORP.




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

                                   $75,000,000

          (With an Over-Allotment Option for an Additional $11,250,000)

                   7% CONVERTIBLE SUBORDINATED NOTES DUE 2002

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







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

                                    INDENTURE

                           Dated as of April 26, 1995

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








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

                            BANK ONE, COLUMBUS, N.A.

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


                                   as Trustee

================================================================================
<PAGE>   2
                                     CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                  INDENTURE SECTION

<S>                                                            <C>
310 (a)(1)..................................................                 6.9
     (a)(2).................................................                 6.9
     (a)(3) ................................................                N.A.
     (a)(4).................................................                N.A.
     (a)(5).................................................                 6.9
     (b) ...................................................           6.8; 6.10

311 (a) ....................................................                6.13
     (b) ...................................................                6.13
312 (a).....................................................         7.1; 7.2(a)
     (b)....................................................              7.2(b)
     (c) ...................................................              7.2(c)
313 (a).....................................................              7.3(a)
    (a)(4)..................................................                 1.1
     (b)....................................................              7.3(a)
     (c)....................................................              7.3(a)
     (d)....................................................              7.3(b)
314 (a) ....................................................                 7.4
     (b) ...................................................                N.A.
     (c)(1) ................................................                 1.2
     (c)(2) ................................................                 1.2
     (c)(3) ................................................                N.A.
     (d)....................................................                N.A.
     (e)  ..................................................                 1.2
315 (a).....................................................                 6.1
     (b)....................................................                 6.2
     (c)  ..................................................                 6.1
     (d)....................................................                 6.1
     (e)....................................................                5.14
316 (a).....................................................                 1.1
     (a)(1)(A)..............................................           5.2; 5.12
     (a)(1)(B) .............................................                5.13
     (a)(2) ................................................                N.A.
     (b) ...................................................                 5.8
     (c) ...................................................              1.4(c)

317 (a)(1) .................................................                 5.3
     (a)(2).................................................                 5.4
     (b) ...................................................                10.3
318 (a).....................................................                 1.7
</TABLE>

N.A. means not applicable.
----------------------------
*THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.
<PAGE>   3
                                        TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE 1

<S>           <C>                                                                     <C>
                                DEFINITIONS AND OTHER PROVISIONS
                                     OF GENERAL APPLICATION.........................    1

     1.1      Definitions...........................................................    1
              -----------
              "Act".................................................................    2
              "Affiliate"...........................................................    2
              "Authenticating Agent"................................................    2
              "Beneficial owner.....................................................    2
              "Board of Directors"..................................................    2
              "Board Resolution"....................................................    2
              "Business Day"........................................................    2
              "Closing Price".......................................................    2
              "Commission"..........................................................    2
              "Common Stock"........................................................    2
              "Company".............................................................    2
              "Company Request" or "Company Order"..................................    3
              "Corporate Trust Office"..............................................    3
              "Corporation".........................................................    3
              "Defaulted Interest"..................................................    3
              "Event of Default"....................................................    3
              "Exchange Act"........................................................    3
              "Holder"..............................................................    3
              "Indenture"...........................................................    3
              "Interest Payment Date"...............................................    3
              "Maturity.............................................................    3
              "Note"................................................................    3
              "Note Register".......................................................    3
              "Officers' Certificate"...............................................    3
              "Opinion of Counsel"..................................................    3
              "Outstanding,"........................................................    3
              "Paying Agent"........................................................    4
              "Person"..............................................................    4
              "Predecessor Note"....................................................    4
              "Redemption Date,"....................................................    4
              "Redemption Price,"...................................................    4
              "Regular Record Date".................................................    4
              "Repurchase Date".....................................................    4
              "Repurchase Price"....................................................    4
              "Risk Event"..........................................................    5
              "Senior Indebtedness".................................................    5
              "Significant Subsidiary"..............................................    5
              "Special Record Date".................................................    5
              "Stated Maturity,"....................................................    5
              "Subsidiary"..........................................................    5
              "Trading Day".........................................................    5
              "Trustee".............................................................    6
              "Trust Indenture Act".................................................    6
              "Vice President,".....................................................    6
</TABLE>

                                       i
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                      Page

<S>           <C>                                                                     <C>
     1.2      Compliance Certificates and Opinions..................................    6
              ------------------------------------
     1.3      Form of Documents Delivered to Trustee................................    6
              --------------------------------------
     1.4      Acts of Holders; Record Dates.........................................    7
              -----------------------------
     1.5      Notices to Trustee and Company........................................    8
              ------------------------------
     1.6      Notice to Holders; Waiver.............................................    8
              -------------------------
     1.7      Conflict with Trust Indenture Act.....................................    8
              ---------------------------------
     1.8      Effect of Headings and Table of Contents..............................    8
              ----------------------------------------
     1.9      Successors and Assigns................................................    8
              ----------------------
     1.10     Separability Clause...................................................    9
              -------------------
     1.11     Benefits of Indenture.................................................    9
              ---------------------
     1.12     Governing Law.........................................................    9
              -------------
     1.13     Legal Holidays........................................................    9
              --------------
     1.14     No Security Interest Created..........................................    9
              ----------------------------
     1.15     Immunity of Incorporators, Stockholders, Officers and Directors.......    9
              ---------------------------------------------------------------
     1.16     Acceptance by Trustee.................................................    9
              ---------------------

ARTICLE 2

                                           NOTE FORMS...............................   10

     2.1      Forms Generally.......................................................   10
     2.2      Form of Face of Note..................................................   10
     2.3      Form of Reverse Side of Note..........................................   11
     2.4      Form of Trustee's Certificate of Authentication.......................   20

ARTICLE 3

                                            THE NOTES...............................   20

     3.1      Title and Terms.......................................................   20
     3.2      Denominations.........................................................   20
     3.3      Execution, Authentication, Delivery and Dating........................   21
     3.4      Temporary Notes.......................................................   21
     3.5      Registration, Registration of Transfer and Exchange...................   21
     3.6      Mutilated, Destroyed, Lost and Stolen Notes...........................   22
     3.7      Payment of Interest; Interest Rights Preserved........................   23
     3.8      Persons Deemed Owners.................................................   24
     3.9      Cancellation..........................................................   24
     3.10     Computation of Interest...............................................   24

ARTICLE 4

                                   SATISFACTION AND DISCHARGE.......................   24

     4.1      Satisfaction and Discharge of Indenture...............................   24
     4.2      Application of Trust Money............................................   25
     4.3      Reinstatement.........................................................   25

ARTICLE 5

                                            REMEDIES................................   26

     5.1      Events of Default.....................................................   26
     5.2      Acceleration of Maturity; Rescission and Annulment....................   27
     5.3      Collection of Indebtedness and Suits for Enforcement by Trustee.......   28
     5.4      Trustee May File Proofs of Claim......................................   28
</TABLE>

                                       ii
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                      Page

<S>           <C>                                                                     <C>
     5.5      Trustee May Enforce Claims Without Possession of Notes................   29

     5.6      Application of Money Collected........................................   29
     5.7      Limitation on Suits...................................................   29
     5.8      Unconditional Right of Holders to Receive Principal, Premium and

              Interest and to Convert...............................................   30
     5.9      Restoration of Rights and Remedies....................................   30
     5.10     Rights and Remedies Cumulative........................................   30
     5.11     Delay or Omission Not Waiver..........................................   30
     5.12     Control by Holders....................................................   30
     5.13     Waiver of Past Defaults...............................................   31
     5.14     Undertaking for Costs.................................................   31
     5.15     Waiver of Stay or Extension Laws......................................   31

ARTICLE 6

                                           THE TRUSTEE..............................   31

     6.1      Certain Duties and Responsibilities...................................   31
     6.2      Notice of Defaults....................................................   32
     6.3      Certain Rights of Trustee.............................................   32
     6.4      Not Responsible for Recitals or Issuance of Notes.....................   33
     6.5      May Hold Notes........................................................   33
     6.6      Money Held in Trust...................................................   34
     6.7      Compensation and Reimbursement........................................   34
     6.8      Disqualification; Conflicting Interests...............................   34
     6.9      Corporate Trustee Required; Eligibility...............................   34
     6.10     Resignation and Removal; Appointment of Successor.....................   34
     6.11     Acceptance of Appointment by Successor................................   35
     6.12     Merger, Conversion, Consolidation or Succession to Business...........   36
     6.13     Preferential Collection of Claims Against Company.....................   36
     6.14     Appointment of Authenticating Agent...................................   36

ARTICLE 7

                        HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...........   37
     7.1      Company to Furnish Trustee Names and Addresses of Holders.............   37
     7.2      Preservation of Information Communications to Holders.................   38
     7.3      Reports by Trustee....................................................   38
     7.4      Reports by Company....................................................   38

ARTICLE 8

                      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..........   38
     8.1      Company May Consolidate, Etc., Only on Certain Terms..................   38
     8.2      Successor Substitute..................................................   39

ARTICLE 9

                                     SUPPLEMENTAL INDENTURES........................   39

     9.1      Supplemental Indentures Without Consent of Holders....................   39
     9.2      Supplemental Indentures with Consent of Holders.......................   40
     9.3      Execution of Supplemental Indentures..................................   40
     9.4      Effect of Supplemental Indentures.....................................   41
</TABLE>

                                      iii
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                      Page
<S>           <C>                                                                     <C>
     9.5      Conformity with Trust Indenture Act...................................   41
     9.6      Reference in Notes to Supplemental Indentures.........................   41
     9.7      Notice of Supplemental Indenture......................................   41

ARTICLE 10

                                            COVENANTS...............................   41

     10.1     Payment of Principal, Premium and Interest............................   41
     10.2     Maintenance of Office or Agency.......................................   41
     10.3     Money for Note Payments to Be Held in Trust...........................   42
     10.4     Statement by Officers as to Default...................................   42
     10.5     Existence.............................................................   43
     10.6     Maintenance of Properties.............................................   43
     10.7     Payment of Taxes and Other Claims.....................................   43
     10.8     Waiver of Certain Covenants...........................................   43

ARTICLE 11

                                       REDEMPTION OF NOTES..........................   43

     11.1     Right of Redemption...................................................   43
     11.2     Applicability Of Article..............................................   44
     11.3     Election to Redeem; Notice to Trustee.................................   44
     11.4     Selection by Trustee of Notes to Be Redeemed..........................   44
     11.5     Notice of Redemption..................................................   44
     11.6     Deposit of Redemption Price...........................................   45
     11.7     Notes Payable on Redemption Date......................................   45
     11.8     Notes Redeemed in Part................................................   45

ARTICLE 12

                                     SUBORDINATION OF NOTES.........................   46

     12.1     Notes Subordinate to Senior Indebtedness..............................   46
     12.2     Payment Over of Proceeds Upon Dissolution, Etc........................   46
     12.3     No Payment on Notes in Certain Circumstances..........................   47
     12.4     Payment Permitted if No Default.......................................   47
     12.5     Subrogation to Rights of Holders of Senior Indebtedness...............   48
     12.6     Provisions Solely to Define Relative Rights...........................   48
     12.7     Trustee to Effectuate Subordination...................................   48
     12.8     No Waiver of Subordination Provisions.................................   48
     12.9     Notice to Trustee.....................................................   49
     12.10      Reliance on Judicial Order or Certificate of Liquidating Agent......   49
     12.11            Trustee Not Fiduciary for Holders of Senior Indebtedness......   50
     12.12    Rights of Trustee as Holder of Senior Indebtedness; Preservation of

              Trustee's Rights......................................................   50
     12.13                                 Article Applicable to Paying Agents......   50
     12.14                                  Certain Conversions Deemed Payment......   50

ARTICLE 13

                                       CONVERSION OF NOTES..........................   50

     13.1     Conversion Privilege and Conversion Price.............................   50
     13.2     Exercise of Conversion Privilege......................................   51
</TABLE>

                                       iv
<PAGE>   7
<TABLE>
<CAPTION>
                                                                                      Page
<S>           <C>                                                                     <C>
     13.3     Fraction of Shares....................................................   51
     13.4     Adjustment of Conversion Price........................................   52
     13.5     Notice of Adjustments of Conversion Price.............................   57
     13.6     Notice of Certain Corporate Action....................................   57
     13.7     Company to Reserve Common Stock.......................................   58
     13.8     Taxes on Conversions..................................................   58
     13.9     Covenant as to Shares of Common Stock.................................   58
     13.10                                     Cancellation of Converted Notes......   58
     13.11       Provisions in Case of Consolidation, Merger or Sale of Assets......   58
     13.12                    Disclaimer of Responsibility for Certain Matters......   59

ARTICLE 14

                                REPURCHASE OF NOTES AT THE OPTION

                                 OF THE HOLDER UPON A RISK EVENT....................   59

     14.1     Right to Require Repurchase...........................................   59
     14.2     Notices; Method of Exercising Repurchase Right, Etc...................   59
     14.3     Certain Definitions...................................................   61
</TABLE>

                                       v
<PAGE>   8
                  INDENTURE, dated as of April 26, 1995, between Prime
Hospitality Corp., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal office
at 700 Route 46 East, Fairfield, New Jersey 07004, and Bank One, Columbus, N.A.,
a national banking association, as Trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture).

                                    RECITALS

                  The Company has duly authorized the creation of an issue of
its 7% Convertible Subordinated Notes Due 2002 (herein called the "Notes") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

                  All things necessary to make the Notes, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the promises and the purchase of
the Notes by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                    ARTICLE 1
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         1.1      Definitions.

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

                  (1) the terms defined in this Article have the meanings
assigned to then 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;

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

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

                  (5) "or" is not exclusive.
<PAGE>   9
         "Act" when used with respect to any Holder, has the meaning specified
in Section 1.4.

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

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Notes.

         "Beneficial owner" shall have the meaning specified in Section 14.3(a).

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

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

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
or the city in which the Corporate Trust Office is located are authorized or
obligated by law or executive order to close or to be closed.

         "Closing Price" has the meaning specified in Section 13.4(h).

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

         "Common Stock" includes any 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. However, subject to the
provisions of Section 13.11, shares issuable on conversion of Notes shall
include only shares of the class designated as Common Stock of the Company at
the date of this instrument or shares of any class or classes resulting from any
reclassification or reclassification thereof and which have 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 are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassification bears to the total
number of shares of all such classes resulting from all such reclassifications.

         "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.

                                        2
<PAGE>   10
         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered.
As of the date hereof, the Corporate Trust Office of the Trustee is located at
100 East Broad Street, 8th Floor, Columbus, Ohio 43271-0181.

         "Corporation" means a corporation, association, company, joint-stock
company or business trust.

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

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

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

         "Holder" means a Person in whose name a Note is registered in the Note
Register.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and to govern this instrument and any such supplemental indenture,
respectively.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Notes.

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

         "Note" has the meaning specified in the Recitals of the Company to this
Indenture.

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

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 10.4 shall be the
principal executive, financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

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

                  (i) Notes theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

                                        3
<PAGE>   11
                  (ii) Notes, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company) in trust
         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Notes;
         provided that, if such Notes are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made; and

                  (iii) Notes which have been paid pursuant to Section 3.6 or in
         exchange for or in lieu of which other Notes have been authenticated
         and delivered pursuant to this Indenture, other than any such Notes in
         respect of which there shall have been presented to the Trustee proof
         satisfactory to it that such Notes are held by a bona fide purchaser in
         whose hands such Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which the Trustee knows to be so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Affiliate
of the Company or of such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Notes on behalf of the
Company.

         "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

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

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the April 1 or October 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

         "Repurchase Date" has the meaning specified in Section 14.1.

         "Repurchase Price" has the meaning specified in Section 14.1.

                                        4
<PAGE>   12
         "Risk Event" has the meaning specified in Section 14.3(c).

         "Senior Indebtedness" means the principal of (and premium, if any) and
interest on (a) all indebtedness of the Company for money borrowed, other than
the Notes, whether outstanding on the date of execution of this Indenture or
thereafter created, incurred or assumed, except any such indebtedness that, by
the terns of the instrument or instruments by which such indebtedness was
created or incurred, expressly provides that it (i) is junior in right of
payment to the Notes or (ii) ranks pari passu in right of payment with the
Notes, and (b) any amendments, renewals, extensions, deferrals, modifications,
refinancings and refundings of any such indebtedness. For the purposes of this
definition, "indebtedness for money borrowed," when used with respect to the
Company, means (u) any obligation of the Company for the repayment of borrowed
money (including, without limitation, fees, penalties, expenses, collection
expenses, interest yield amounts and other obligations in respect thereof, and,
to the extent permitted by applicable law, interest accruing after the filing of
a petition initiating any proceeding under the Bankruptcy Code, whether or not
allowed as a claim in such proceeding), whether or not evidenced by bonds,
debentures, notes or other written instruments, and any other obligations
evidenced by notes, bonds, debentures or similar instruments, (v) any deferred
payment obligation of the Company for the payment of the purchase price of
property or assets evidenced by a note or similar instrument (excluding any
obligations for trade payables or constituting the deferred purchase price of
assets incurred in ordinary course of business), (w) any obligation of the
Company for the payment of rent or other amounts under a lease of property or
assets which obligation is required to be classified and accounted for as a
capitalized lease on the balance sheet of the Company under generally accepted
accounting principles, (x) any obligation of the Company due and payable under
interest rate and currency swaps, floors, caps or similar arrangements intended
to fix interest rate obligations or currency fluctuation risks, (y) any
obligation of the Company evidenced by a letter of credit or any reimbursement
obligation of the Company in respect of a letter of credit, and (z) any
obligations of others of the kinds described in the preceding clauses (u), (v),
(w), (x) or (y) assumed by or guaranteed by the Company and the obligations of
the Company under guarantees of such obligations.

         "Significant Subsidiary" means, with respect to any person, a
Subsidiary of such Person that would constitute a "significant subsidiary" as
such term in defined under Rule 1.02(v) of Regulation S-X of the Securities and
Exchange Commission.

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

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

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

         "Trading Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on the applicable
securities exchange or in the applicable securities market.

                                        5
<PAGE>   13
         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "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".

         1.2 Compliance Certificates and Opinions. 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 such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate
or opinion shall be given in the form of an Officers' Certificate, if to be
given by an officer of the Company, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirement set forth in this Indenture.

                  Every certificate (other than certificates provided pursuant
to Section 10.4) 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 certificate
or opinion has read such covenant or condition 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 covenant or condition 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; provided,
however, that, with respect to matters of fact, an Opinion of Counsel may rely
on an Officers' Certificate or certificates of public officials.

         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 a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care, as to factual matters, should know, that the certificate or
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual

                                        6
<PAGE>   14
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

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

         1.4 Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 7.1)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.

         (d) The ownership of Notes shall be proved by the Note Register.

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

                                        7
<PAGE>   15
         1.5 Notices 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 by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         or

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

                  (3) the Company by the Trustee or the Trustee by the Company
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if transmitted by facsimile transmission to
         the Company at (201) 882-8577 or to the Trustee at (614) 248-5195 (or
         to such other facsimile transmission number previously furnished in
         writing to the Company by the Trustee or to the Trustee by the Company)
         and in each case confirmed by a copy sent to the Company or to the
         Trustee, as the case may be, by guaranteed overnight courier.

         1.6 Notice to Holders; Waiver. Where this Indenture provides for notice
to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at his address as it
appears in the Note Register, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                  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 as shall be made with the approval of the Trustee
shall constitute a sufficient notification to every purpose hereunder.

         1.7 Conflict with Trust Indenture Act. If, and to the extent, any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.

         1.8 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.

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

                                        8
<PAGE>   16
         1.10 Separability Clause. In case any provision in this Indenture or in
the Notes 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.

         1.11 Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, the holders of Senior Indebtedness and the Holders
of Notes, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

         1.12 Governing Law. This Indenture and the Notes shall be governed by
and construed in accordance with the laws of the State of New York.

         1.13 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Note or the last date on which a
Holder has the right to convert his Notes shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Notes) payment
of interest or principal (and premium, if any), Repurchase Price or conversion
of the Notes need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date, Redemption Date or Repurchase Date, or at the Stated
Maturity, or on such last day for conversion, provided that no additional
interest shall accrue as a result of such delayed payment for the period from
and after such Interest Payment Date, Redemption Date, Repurchase Date or Stated
Maturity, as the case may be.

         1.14 No Security Interest Created. Nothing in this Indenture or in the
Notes, expressed or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect, in any jurisdiction where property of the
Company or its Subsidiaries is located.

         1.15 Immunity of Incorporators, Stockholders, Officers and Directors.
No recourse shall be had for the payment of the principal of (and premium, if
any), or the interest, if any, on any Note, or for any claim based thereon, or
upon any obligation, covenant or agreement of this Indenture, against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
indirectly through the Company or of any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment of penalty or otherwise; it being expressly agreed and understood
that this Indenture and all of the Notes are solely corporate obligations, and
that no personal liability whatever shall attach to, or is incurred by, any
incorporator, stockholder, officer or director, past, present or future, of the
Company or of any successor corporation, either directly or indirectly through
the Company or any successor corporation, because of the incurring of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants or agreements contained in this Indenture or in the Notes, or to be
implied herefrom or therefrom; and that all such personal liability is hereby
expressly released and waived as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Notes.

         1.16 Acceptance by Trustee. The Trustee hereby accepts the trusts in
this Indenture declared and provided, upon the terms and conditions set forth
herein.

                                        9
<PAGE>   17
                                    ARTICLE 2
                                   NOTE FORMS

         2.1 Forms Generally. The Notes and the Trustee's certificates of
authentication shall be in substantially the forms set forth in this Article,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
on which the Notes may be listed or as may, consistently herewith, be determined
by the officers executing such Notes, as evidenced by their execution of the
Notes.

                  The definitive Notes shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Notes may be listed, all as determined by the
officers executing such Notes, as evidenced by their execution of such Notes.

         2.2 Form of Face of Note.

         No. _______                                                   $_______

                             Prime Hospitality Corp.

                    7% Convertible Subordinated Note Due 2002

                                CUSIP 741917 AB 4

                  Prime Hospitality Corp., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to or registered assigns, the principal
sum of Dollars on April 15, 2002, and to pay interest thereon from April 26,
1995 or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on April 15 and
October 15 in each year, commencing October 15, 1995, at the rate of 7% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is, registered at the close of
business on the Regular Record Date for such interest, which shall be April 1 or
October 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or one
or more Predecessor Notes) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Notes not less than ten
(10) days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture. Payment of the
principal of (and premium, if any) and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York or at the Corporate Trust Office, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made

                                       10
<PAGE>   18
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Note Register.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trust referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:                                                  PRIME HOSPITALITY CORP.

TRUSTEE'S CERTIFICATE OF                               BY: ____________________
  AUTHENTICATION                                           President

This is one of the Notes
referred to in the within-                             ATTEST: ________________
mentioned Indenture.                                           Secretary

BANK ONE, COLUMBUS, N.A.,
 as Trustee

BY: ______________________________
    Authorized Signatory

         2.3 Form of Reverse Side of Note.

                             PRIME HOSPITALITY CORP.

                    7% CONVERTIBLE SUBORDINATED NOTE DUE 2002

                  This Note is one of a duly authorized issue of Notes of the
Company designated as its 7% Convertible Subordinated Notes Due 2002 (herein
called the "Notes"), limited in aggregate principal amount to $75,000,000
(subject to increase as provided in the Indenture up to $86,250,000 aggregate
principal amount), issued and to be issued under an Indenture, dated as of April
26, 1995 (herein called the "Indenture"), between the Company and Bank One,
Columbus, N.A. as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Indebtedness and the Holders of the Notes and
of the terms upon which the Notes are, and are to be, authenticated and
delivered.

                                       11
<PAGE>   19
                  Subject to and upon compliance with the provisions of the
Indenture, the Holder of this Note is entitled, at his option, at any time on or
before the close of business on April 15, 2002, or in case this Note or a
portion hereof is called for redemption or submitted for repurchase upon the
occurrence of a Risk Event, then in respect of this Note or such portion hereof
until and including, but (unless the Company defaults in making the payment due
upon redemption or repurchase, as the case may be) not after, the close of
business on the last Trading Day prior to the Redemption Date or Repurchase
Date, respectively, to convert this Note (or any portion of the principal amount
hereof which is $1,000 or an integral multiple thereof), at the principal amount
hereof, or of such portion, into fully paid and nonassessable shares (calculated
as to each conversion to the nearest 1/100 of a share) of Common Stock of the
Company at a conversion price equal to $12.00 aggregate principal amount of
Notes for each share of Common Stock (or at the current adjusted conversion
price if an adjustment has been made as provided in the Indenture) by surrender
of this Note, duly endorsed or assigned to the Company or in blank, to the
Company at its office or agency maintained for that purpose in the Borough of
Manhattan, The City of New York or the Corporate Trust Office, accompanied by
written notice to the Company in the form provided in this Note (or such other
notice as is acceptable to the Company) that the Holder hereof elects to convert
this Note, or if less than the entire principal amount hereof is to be
converted, the portion hereof to be converted, and, in case such surrender shall
be made during the period from the close of business on any Regular Record Date
next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (unless this Note or the portion thereof being converted
has been called for redemption on a Redemption Date within such period), also
accompanied by payment in New York Clearing House or other funds acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of this Note then being converted. Subject to the
aforesaid requirement for payment and, in the case of a conversion after the
Regular Record Date next preceding any Interest Payment Date and on or before
such Interest Payment Date, to the right of the Holder of this Note (or any
Predecessor Note) of record at such Regular Record Date to receive an
installment of interest (with certain exceptions provided in the Indenture), no
payment or adjustment is to be made on conversion for interest accrued hereon or
for dividends on the Common Stock issued on conversion. No fractional shares or
scrip representing fractional shares will be issued on conversion, but instead
of any fractional share the Company shall pay a cash adjustment as provided in
the Indenture. The conversion price is subject to adjustment as provided in the
Indenture. In addition, the Indenture provides that in case of certain
reclassifications, consolidations or mergers to which the Company is a party or
the sale or transfer of substantially all of the assets of the Company, the
Indenture shall be amended, without the consent of any Holders of Notes, so that
this Note, if then outstanding, will be convertible thereafter, during the
period this Note shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the
reclassification, consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock into which this Note might have been converted
immediately prior to such consolidation, merger or transfer (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares).

                  The Notes are subject to redemption upon not less than thirty
(30) nor more than sixty (60) days' notice by mail, at any time on or after
April 17, 1998 and prior to maturity, as a whole or in part, at the election of
the Company, at the following Redemption Prices' (expressed as percentages of
the principal amount):

                                       12
<PAGE>   20
                  If redeemed during the twelve (12) month period beginning
April 15 (or April 17, in the case of 1998) of the years indicated,

<TABLE>
<CAPTION>
         Year                                            Redemption Price
<S>                                                            <C>   
         1998 ..............................................   104.0%
                                                               
         1999 ..............................................   103.0%
                                                               
         2000 ..............................................   102.0%
                                                               
         2001 ..............................................   101.0%
</TABLE>
                                                            
and at maturity at 100% of principal, together in the case of any such
redemption with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Notes, or one or more Predecessor Notes, of
record at the close of business on the relevant Record Dates referred to on the
face hereof, all as provided in the Indenture.

                  The Indenture provides that if a Risk Event (as defined
therein) occurs, each Holder of Notes shall have the right, in accordance with
the provisions of the Indenture, to require the Company to repurchase all of
such Holder's Notes, or any portion thereof that is an integral multiple of
$1,000, for cash at a price equal to 100% of the principal amount of such Notes
to be repurchased together with accrued interest to the Repurchase Date.

                  In the event of redemption, conversion or repurchase of this
Note in part only, a new Note or Notes for the portion hereof not redeemed,
converted or repurchased will be issued in the name of the Holder hereof upon
the cancellation hereof.

                  The indebtedness evidenced by this Note is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness, and this Note is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.

                  If an Event of Default shall occur and be continuing, the
principal of all the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Notes under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the Notes
at the time Outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Notes at
the time Outstanding, on behalf of the Holders of all the Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued

                                       13
<PAGE>   21
upon the registration of transfer hereof or in exchange therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed or to convert this Note as provided in the
Indenture.

                  Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Note Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York or the Corporate Trust Office, duly endorsed by
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Note Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, in each case, with an appropriate signature
guarantee, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith
(except as provided in the Indenture).

                  Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

                  No recourse shall be had for the payment of the principal,
premium, if any, or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

                  All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                       14
<PAGE>   22
                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription the
face of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common                UNIF GIFT MIN ACT -
TEN ENT - as tenants by the                   ________ Custodian _______
          entireties                           (Cust)            (Minor)
JT TEN  - as joint tenants with               Under Uniform Gifts to
          right of survivorship               Minors Act ___________
          and not as tenants in                            (State)
          common

                  Additional abbreviations may also be used though not in above
list.

                                       15
<PAGE>   23
                           [FORM OF CONVERSION NOTICE]

                                CONVERSION NOTICE

TO PRIME HOSPITALITY CORP.

     The undersigned registered owner of this Note hereby irrevocably exercises
the option to convert this Note, or the portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of the
Company in accordance with the terms of the Indenture referred to in this Note,
and directs that the shares issuable and deliverable upon the conversion,
together with any check in payment for fractional shares and any Notes
representing any unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated below.
If shares or any portion of this Note not converted are to be issued in the name
of a Person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto. Any amount required to be paid by the
undersigned on account of interest accompanies this Note.

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

                                             Signature(s)

                                             Signature(s) must be guaranteed by
                                             a commercial bank or trust company
                                             or a member firm of a major stock
                                             exchange if shares of Common Stock
                                             are to be delivered, or Notes to be
                                             issued, other than to and in the
                                             name of the registered owner.

--------------------------
    Signature Guarantee

Fill in for registration of
shares of Common Stock if they
are to be delivered, or Notes
if they are to be issued,
other than to and in the name
of the registered owner:

                                             Register:     Common Stock
                                                        --
--------------------------
         (Name)

                                                         Notes
                                                       --
--------------------------
     (Street Address)                        (Check appropriate line(s))


                                       16
<PAGE>   24
                                                Principal amount to be converted

(City, State and Zip Code)                      (if less than all):

(Please print name and address)                 $____________,000

                                                Social Security or Other
                                                Taxpayer Identification Number

                                       17
<PAGE>   25
                       [FORM OF OPTION TO ELECT REPAYMENT

                               UPON A RISK EVENT]

                   OPTION TO ELECT REPAYMENT UPON A RISK EVENT

TO PRIME HOSPITALITY CORP.

     The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from the Company as to the occurrence of a Risk
Event with respect to the Company and requests and instructs the Company to
repay the entire principal amount of this Note, or the portion thereof (which is
$1,000 or an integral multiple thereof) below designated, in accordance with the
terms of the Indenture, together with accrued interest to such date, to the
registered holder hereof.

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


Date:
     ---------                              ----------------------------
                                                 Signature(s)

                                            ----------------------------
                                            Social Security or Other
                                            Taxpayer Identification Number

                                                    Principal amount to be
                                                    repaid (if less than all):

                                                        $           ,000
                                                         -----------

                                            NOTICE: The above signatures of the
                                            holder(s) hereof must correspond
                                            with the name as written upon the
                                            face of the Note in every particular
                                            without alteration or enlargement or
                                            any change whatever.

                                       18
<PAGE>   26
                              [FORM OF ASSIGNMENT]

                                   ASSIGNMENT

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


Date:
     ---------                              ----------------------------
                                                 Signature(s)

                                            ----------------------------
                                            Social Security or Other
                                            Taxpayer Identification Number

                                                     Principal amount to be
                                                     repaid (if less than all):

                                                        $           ,000
                                                         -----------

                                            NOTICE: The above signatures of the
                                            holder(s) hereof must correspond
                                            with the name as written upon the
                                            face of the Note in every particular
                                            without alteration or enlargement or
                                            any change whatever.

                                       19
<PAGE>   27
         2.4 Form of Trustee's Certificate of Authentication. This is one of the
Notes referred to in the within-mentioned Indenture.

                                      BANK ONE, COLUMBUS, N.A.,
                                      as Trustee

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

                                    ARTICLE 3
                                    THE NOTES

         3.1 Title and Terms. The aggregate principal amount of Notes which may
be authenticated and delivered under this Indenture is limited to (a)
$75,000,000 plus (b) such additional aggregate principal amount (which may not
exceed $11,250,000 principal amount) of Notes as may be purchased by the
Underwriters pursuant to the Underwriting Agreement, dated April 19, 1995, among
the Company, Montgomery Securities and Smith Barney Inc., as Underwriters,
solely to cover over-allotments, except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Sections 3.4, 3.5, 3.6, 9.6, 11.8 or 13.2.

         The Notes shall be known and designated as the "7% Convertible
Subordinated Notes Due 2002" of the Company. Their Stated Maturity shall be
April 15, 2002, and they shall bear interest at the rate of 7% per annum, from
the date of initial issuance or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, as the case may be, payable
semi-annually on April 15 and October 15 of each year, commencing October 15,
1995, until the principal thereof is paid or made available for payment.

         The principal of (and premium, if any) and interest on the Notes shall
be payable and the transfer of Notes will be registrable at the office or agency
of the Company in the Borough of Manhattan, The City of New York or the
Corporate Trust Office, maintained for such purpose and at any other office or
agency maintained by the Company for such purpose; provided, however, that at
the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Note
Register.

         The Notes shall be redeemable as provided in Article 11.

         The Notes shall be subordinated in right of payment to Senior
Indebtedness as provided in Article 12.

         The Notes shall be convertible as provided in Article 13.

         The Notes shall be subject to repurchase by the Company, at the
election of Holders, as provided in Article 14.

         3.2 Denominations. The Notes shall be issuable only in registered form
without coupons and only in denominations of $1,000 and any integral multiple
thereof.

                                       20
<PAGE>   28
         3.3 Execution, Authentication, Delivery and Dating. The Notes shall be
executed on behalf of the Company by its Chairman of the Board, its President or
one of its Vice Presidents, under its corporate seal reproduced thereon attested
by its Secretary or one of its Assistant Secretaries. The signature of any of
these officers on the Notes may be manual or facsimile.

         Notes 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 Notes or did not hold
such offices at the date of such Notes.

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

         Each Note shall be dated the date of its authentication.

         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.

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

         If temporary Notes are issued, the Company will cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at any office or agency of the Company
designated pursuant to Section 10.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Notes of authorized denominations. Until so
exchanged the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

         3.5 Registration, Registration of Transfer and Exchange. The Company
shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency
designated pursuant to Section 10.2 being herein sometimes collectively referred
to as the "Note Register") in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Notes and of
transfers of Notes. The Trustee is hereby appointed "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided.

         Upon surrender for registration of transfer of any Note at an office or
agency of the Company designated pursuant to Section 10.2 for such purpose, the
Company shall execute, and the Trustee shall

                                       21
<PAGE>   29
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes of any authorized denominations and of a like
aggregate principal amount.

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

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

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

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Sections 3.4, 9.6, 11.8, 13.2 or 14.2 not involving any
transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Note during a period beginning at the opening of business
fifteen (15) days before day of the mailing of a notice of redemption of Notes
selected for redemption under Section 11.4 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.

         3.6 Mutilated, Destroyed, Lost and Stolen Notes. If any mutilated Note
is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Note of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, or theft of any Note 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 Note has been acquired by a bona fide purchaser, the
Company shall execute, and the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Note, a new Note of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

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

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

         Every Note issued pursuant to this Section in lieu of any destroyed,
lost or stolen Note shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost

                                       22
<PAGE>   30
or stolen Note 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 Notes duly issued hereunder.

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

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

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Notes (or their respective
         Predecessor Notes) are registered at the close of business on a Special
         Record Date for the payment of such Defaulted Interest, which shall be
         fixed in the following manner. The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Note and the date of the proposed payment, and at the same time the
         Company shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this Clause provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than fifteen (15) days and
         not less than ten (10) days prior to the date of the proposed payment
         and not less than ten (10) days after the receipt by the Trustee of the
         notice of the proposed payment. The Trustee shall promptly notify the
         Company of such Special Record Date and, in the name and at the expense
         of the Company, shall cause notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor to be mailed,
         first-class postage prepaid, to each Holder at his address as it
         appears in the Note Register, not less than ten (10) days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Notes (or their respective Predecessor Notes) are registered at the
         close of business on such Special Record Date and shall no longer be
         payable pursuant to the following Clause (2).

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

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

                                       23
<PAGE>   31
         In the case of any Note which is converted after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Note whose Maturity is prior to such Interest Payment Date), interest whose
Stated Maturity is on such Interest Payment Date shall be payable on such
Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Note (or one or more Predecessor Notes) 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
Note which is converted, interest whose Stated Maturity is after the date of
conversion of such Note shall not be payable.

         3.8 Persons Deemed Owners. Prior to due presentment of a Note 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 Note is registered as the
owner of such Note for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 3.7) interest on such Note and for all
other purposes whatsoever, whether or not such Note be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         3.9 Cancellation. All Notes surrendered for payment, redemption,
registration of transfer or exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section, except as expressly permitted by this Indenture. All canceled
Notes held by the Trustee shall be disposed of as directed by a Company Order.

         3.10 Computation of Interest. Interest on the Notes shall be computed
on the basis of a 360- day year of twelve 30-day months.

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

         4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease
to be of further effect (except as to any surviving rights of conversion,
registration of transfer or exchange of Notes herein expressly provided for),
and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

                  (1)  either

                      (A) all Notes theretofore authenticated and delivered
         (other than (i) Notes which have been destroyed, lost or stolen and
         which have been replaced or paid an provided in Section 3.6 and (ii)
         Notes 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 such Notes not theretofore delivered to the
         Trustee for cancellation

                           (i) have become due and payable, or

                                       24
<PAGE>   32
                           (ii) will become due and payable at their Stated
                  Maturity within one (1) year,

                  or

                           (iii) are to be called for redemption within one (1)
                  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
         that purpose an amount sufficient to pay and discharge the entire
         indebtedness on such Notes not theretofore delivered to the Trustee for
         cancellation, for principal (and premium, if any) and interest to the
         date of such deposit (in the case of Notes which have become due and
         payable) or to the Stated Maturity or Redemption Date, as the case may
         be;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company; 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 have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

         4.2 Application of Trust Money. Subject to the provisions of the last
paragraph of Section 10.3, all money deposited with the Trustee pursuant to
Section 4.1 shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee. All moneys deposited with the Trustee pursuant to
Section 4.1 (and held by it or any Paying Agent) for the payment of Notes
subsequently converted shall be returned to the Company upon Company Request.

         4.3 Reinstatement. If the Trustee or the Paying Agent is unable to
apply any money in accordance with this Article 4 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 4 until such time as the Trustee
or Paying Agent is permitted to apply all money held in trust with respect to
the Notes; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders to
receive such payment from the money so held in trust.

                                       25
<PAGE>   33
                                    ARTICLE 5
                                    REMEDIES

         5.1 Events of Default. "Event of Default," wherever used herein, 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):

                  (1) default in the payment of the principal of (or premium, if
         any, on) any Note at its Maturity, whether or not such payment is
         prohibited by the provisions of Article 12; or

                  (2) default in the payment of any interest upon any Note when
         it becomes due and payable, and continuance of such default for a
         period of thirty (30) days, whether or not such payment is prohibited
         by the provisions of Article 12; or

                  (3) a default in the payment of the Repurchase Price in
         respect of any Note on the Repurchase Date therefor in accordance with
         the provisions of Article 14, whether or not such payment is prohibited
         by the provisions of Article 12; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with), and continuance of such default
         or breach for a period of sixty (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 10% in principal
         amount of the Outstanding Notes, 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) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company or any of
         its Significant Subsidiaries or under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any indebtedness for money borrowed by the Company
         or any Significant Subsidiary in an amount, together with all other
         such indebtedness, exceeding $5,000,000, whether such indebtedness now
         exists or shall hereafter be created, which default shall constitute a
         failure to pay any portion of principal or interest on such
         indebtedness when due and payable after the expiration of any
         applicable grace period with respect thereto or shall have resulted in
         such indebtedness in an amount exceeding $5,000,000 becoming or being
         declared due and payable prior to the date on which it would otherwise
         have become due and payable, without such indebtedness having been
         discharged, or such acceleration having been rescinded or annulled,
         within a period of ten (10) days after there shall have been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 10% in principal
         amount of the Outstanding Notes a written notice specifying such
         default and requiring the Company to cause such indebtedness to be
         discharged or cause such acceleration to be rescinded or annulled and
         stating that such notice is a "Notice of Default" hereunder; or

                  (6) a final judgment or final judgments for the payment of
         money are entered by a court or courts of competent jurisdiction
         against the Company or any Significant Subsidiary which remains
         undischarged for a period (during which execution shall not be
         effectively stayed) of sixty (60) days, provided that the aggregate of
         all such outstanding judgments exceeds $5,000,000

                                       26
<PAGE>   34
         (excluding any amounts covered by insurance as to which the insurer has
         not denied liability);

         or

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

                  (8) the commencement by the Company or any Significant
         Subsidiary of a voluntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or of any other case or proceeding to be adjudicated a
         bankrupt or insolvent, or the consent by it to the entry of a decree or
         order for relief in respect of the Company or any Significant
         Subsidiary in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition or answer
         or consent seeking reorganization or relief under any applicable
         Federal or State law, or the consent by it to the filing of such
         petition or to the appointment of or taking possession by a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or any Significant Subsidiary or of any
         substantial part of its property, or the making by it of an assignment
         for the benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due, or the taking
         of corporate action by the Company or any Significant Subsidiary in
         furtherance of any such action.

         5.2 Acceleration of Maturity; Rescission and Annulment. If an Event of
Default occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Notes may declare the principal of all the Notes to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal shall become
immediately due and payable.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the outstanding Notes, 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
         sufficient to pay

                           (A) all overdue interest on all Notes,

                           (B) the principal of (and premium, if any, on) any
                           Notes which have become due otherwise than by such
                           declaration of acceleration and interest thereon at
                           the rate borne by the Notes,

                                       27
<PAGE>   35
                           (C) to the extent that payment of such interest is
                           lawful, interest upon overdue interest at the rate
                           borne by the Notes, 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

                  (2) all Events of Default, other than the nonpayment of the
principal of Notes which have become due solely by such declaration of
acceleration, 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.

         5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that if:

                  (1) default is made in the payment of any interest on any Note
when such interest becomes due and payable and such default continues for a
period of thirty (30) days, or

                  (2) default is made in the payment of the Repurchase Price in
respect of any Note on the Repurchase Date therefor in accordance with the
provisions of Article 14, or

                  (3) default is made in the payment of the principal of (or
premium, if any, on) any Note at the Maturity thereof, the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such Notes,
the whole amount then due and payable on such Notes for principal (and premium,
if any) and interest, and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
on any overdue interest, at the rate borne by the Notes, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

         5.4 Trustee May File Proofs of Claim. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Notes), its
property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any

                                       28
<PAGE>   36
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

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

         5.6 Application of Money Collected. Subject to Article 12, any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Notes and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section 6.7;

         SECOND: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest on the Notes 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 amounts due and payable on such Notes
for principal (and premium, if any) and interest, respectively; and

         THIRD: To the payment of the remainder, if any, to the Company, its
successors or assigns, or to whomsoever may be lawfully entitled to the same, or
as a court of competent jurisdiction may determine.

         5.7 Limitation on Suits. No Holder of any Note 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;

                  (2) the Holders of not less than 25% in aggregate principal
amount of the Outstanding Notes 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
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

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

                                       29
<PAGE>   37
                  (5) no direction inconsistent with such written request has
been given to the Trustee during such sixty (60) day period by the Holders of a
majority in principal amount of the Outstanding Notes.

It being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
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 the Holders.

         5.8 Unconditional Right of Holders to Receive Principal, Premium and
Interest and to Convert. Notwithstanding any other provision in this Indenture,
the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.7) interest on such Note on the respective Stated
Maturities expressed in such Note (or, in the case of redemption, on the
Redemption Date), to have such Note repurchased in accordance with Article 14
and to convert such Note in accordance with Article 13 and to institute suit for
the enforcement of any such payment, right to require repurchase and right to
convert, and such rights shall not be impaired without the consent of such
Holder.

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

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

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

         5.12 Control by Holders. The Holders of a majority in principal amount
of the Outstanding Notes 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, provided that

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

                                       30
<PAGE>   38
                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

         5.13 Waiver of Past Defaults. The Holders of not less than a majority
in principal amount of the Outstanding Notes may on behalf of the Holders of all
the Notes waive any past default hereunder and its consequences, except

                  (1) a default in the payment of the principal of (or premium,
if any) or interest on any

Note, or

                  (2) a default with respect to the right of a Holder to require
repurchase of or convert a

Note, or

                  (3) a default with respect to any covenant or provision hereof
which under Article 9 cannot be modified or amended without the consent of the
Holder of each Outstanding Note 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.

         5.14 Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company or in any suit for the enforcement of the right to convert any
Note in accordance with Article 13 or the right to require the Company to
repurchase any Note in accordance with Article 14.

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

                                    ARTICLE 6

                                   THE TRUSTEE

         6.1 Certain Duties and Responsibilities. Except during the continuance
of an Event of Default,

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

                                       31
<PAGE>   39
                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture.

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

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

                  (1) this paragraph shall not be construed to limit the effect
         of paragraph (a) of this Section 6.1;

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

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the holders of a majority in principal amount of the
         Outstanding Notes 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,
         and

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

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

         6.2 Notice of Defaults. The Trustee shall give the Holders notice of
any default hereunder known to the Trustee as and to the extent provided by the
Trust Indenture Act; provided, however, that in the case of any default of the
character specified in Section 5.1(4), no such notice to Holders shall be given
until at least thirty (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.

         6.3 Certain Rights of Trustee. Subject to the provisions of Section
6.1:

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order,

                                       32
<PAGE>   40
bond, debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

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

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

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

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

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

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

         (h) the Trustee shall not be held responsible for having knowledge of
any defaults, of which it does not have actual knowledge, except money defaults
unless specifically notified in writing by the Company and/or the Holders of the
Notes.

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

         6.5 May Hold Notes. The Trustee, any Paying Agent, any Note Registrar
or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Notes and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Note Registrar or such other agent.

                                       33
<PAGE>   41
         6.6 Money Held in Trust. Money held by the Trustee in trust hereunder
need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.

         6.7 Compensation and Reimbursement. The Company agrees

                  (1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it 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 (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

         6.8 Disqualification; Conflicting Interests. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

         6.9 Corporate Trustee Required; Eligibility. There shall at all times
be a Trustee hereunder which shall be a Person that is eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         6.10 Resignation and Removal; Appointment of Successor. (a) 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 under Section 6.11.

         (b) The Trustee may resign at any time by giving written notice thereof
to the Company. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within thirty (30) days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

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

                                       34
<PAGE>   42
         (d)  If at any time:

                  (1) the Trustee shall fail to comply with Section 6.8 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Note for at least six (6) months, or

                  (2) the Trustee shall cease to be eligible under Section 6.9
and shall fail to resign after written request therefor by the Company or by any
such Holder, or

                  (3) 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 a Board Resolution may remove the
Trustee, or (II) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Note for at least six (6) months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         (e) 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, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within ninety (90) days after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Notes delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Note for at least six (6) months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 1.6. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

         6.11 Acceptance of Appointment by Successor. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and to
the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its fees and expenses (including counsel fees, if any)
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such 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.

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

                                       35
<PAGE>   43
         6.12 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes 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 Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

         6.13 Preferential Collection of Claims Against Company. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Notes), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor).

         6.14 Appointment of Authenticating Agent. The Trustee may appoint an
Authenticating Agent or Agents which shall be authorized to act on behalf of the
Trustee to authenticate Notes issued upon original issue and upon exchange,
registration of transfer, partial conversion or partial redemption or pursuant
to Section 3.6, and Notes 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. Whenever reference is made in this
Indenture to the authentication and delivery of Notes by the Trustee or the
Trustees certificate of authentication, such references 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 shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to 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 to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such

                                       36
<PAGE>   44
appointment by first-class mail, postage prepaid, to all Holders as their names
and addresses appear in the Note Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.

         If an appointment is made pursuant to this Section, the Notes may have
endorsed thereon, in addition to the Trustees certificate of authentication, an
alternative certificate of authentication in the following form:

This is one of the Notes described in the within mentioned Indenture.

                                    BANK ONE, COLUMBUS, N.A.,
                                    as Trustee
                                    By _____________________
                                    as authorized agent

                                    By:_____________________
                                       as Authenticating Agent

                                    By:_____________________
                                       Authorized Signatory

                                    ARTICLE 7
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         7.1 Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee

         (a) semi-annually, not more than fifteen (15) days after each Regular
Record Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date, and

         (b) at such other times as the Trustee may request in writing, within
thirty (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 fifteen (15) days prior to
the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Note Registrar.

                                       37
<PAGE>   45
         7.2 Preservation of Information Communications to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Note Registrar.
The Trustee may destroy any list furnished to it as provided in Section 7.1 upon
receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Notes, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (c) Every Holder of Notes, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

         7.3 Reports by Trustee.

         (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Notes are listed, with the Commission and with the Company. The Company will
notify the Trustee when the Notes are listed on any stock exchange.

         7.4 Reports by Company. The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within fifteen (15) days after the same is so required to
be filed with the Commission.

                                    ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         8.1 Company May Consolidate, Etc., Only on Certain Terms. The Company
shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, and
the Company shall not permit any Person to consolidate with or merge into the
Company or convey, transfer or lease its properties and assets 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
substantially as an entirety to any Person, the Person formed by such
consolidation or into which the Company in merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership or
trust, shall be organized and validly existing under the laws of the United

                                       38
<PAGE>   46
States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of (and premium, if any) and interest on all the Notes and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed and shall have provided for conversion
rights in accordance with Section 13.11;

                  (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,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and

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

         8.2 Successor Substitute. Upon any consolidation of 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
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
relieved of all obligations and covenants under this Indenture and the Notes.

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

         9.1 Supplemental Indentures Without Consent of Holders. Without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

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

                  (2) to add to the covenants of the Company for the benefit of
the Holders, or to surrender any right or power herein conferred upon the
Company; provided, however, that in respect of any such additional covenant such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default; or

                  (3)  to secure the Notes; or

                                       39
<PAGE>   47
                  (4) to make provision with respect to the conversion rights of
Holders pursuant to the requirements of Section 13.11; or

                  (5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes 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; or

                  (6) to add any additional Events of Default; or

                  (7) to cure any ambiguity, to correct or supplement any
provision herein or any supplemental indenture which may be 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 be
inconsistent with the provisions of this Indenture, provided that such action
pursuant to this Clause (7) shall not adversely affect the interests of the
Holders in any material respect.

         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 Notes, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby,

                  (1) change the Stated Maturity of, the principal of, or any
installment of interest on, any Note, or reduce the principal amount thereof or
the rate of interest thereon or any premium payable upon the redemption thereof,
or change the place of payment where, or the coin or currency in which, any Note
or any premium or interest thereon 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
adversely affect the right to convert any Note as provided in Article 13 (except
as permitted by Section 9.1(4)), or adversely affect the right to cause the
Company to repurchase any Note pursuant to Article 14, or modify the provisions
of this Indenture with respect to the subordination of the Notes in a manner
adverse to the Holders, or

                  (2) reduce the percentage in principal amount of the
outstanding Notes, 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

                  (3) modify any of the provisions of this Section or Section
5.13 or Section 10.8, 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 Note affected thereby.

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

         9.3 Execution of Supplemental Indentures. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts

                                       40
<PAGE>   48
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         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 Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

         9.5 Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust
Indenture Act.

         9.6 Reference in Notes to Supplemental Indentures. Notes 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, Notes so modified as to conform,
in the opinion of 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 Notes.

         9.7 Notice of Supplemental Indenture. Promptly after execution by the
Company and the Trustee of any supplemental indenture pursuant to Section 9.2,
the Company shall transmit to the Holders a notice setting forth the substance
of such supplemental indenture.

                                   ARTICLE 10
                                    COVENANTS

         10.1 Payment of Principal, Premium and Interest. The Company will duly
and punctually pay the principal of (and premium, if any) and interest on the
Notes (including the Repurchase Price) in accordance with the terms of the Notes
and this Indenture.

         10.2 Maintenance of Office or Agency. The Company will maintain in the
Borough of Manhattan, The City of New York an office or agency where Notes may
be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange, where Notes may be surrendered for
conversion and where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, The City of New
York) where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes.

                                       41
<PAGE>   49
The Company will give prompt written notice to the Trustee of any such
designation or rescission of any change in the location of any such other office
or agency.

          10.3 Money for Note Payments to Be Held in Trust. If the Company shall
at any time act as its own Paying Agent, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Notes,
aggregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such
sum to be held as provided by the Trust Indenture Act, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Notes) in the making of
any payment in respect of the Notes, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent as
such.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which 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 money.

         Any money deposited with the Trustee or any Paying Agent, then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Note and remaining unclaimed for two (2) years after such
principal (and premium, if any) or interest has 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 Note shall thereafter, as
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 expense of the Company cause
to be published once, in a paper published in the English language, customarily
published on each Business Day and of general circulation in City of New York,
notice that such money remains unclaimed that, after a date specified therein,
which shall not be less than thirty (30) days from the date of such publication,
any unclaimed balance of such money then remaining will be paid to the Company.

         10.4 Statement by Officers as to Default. The Company will deliver to
the Trustee, within sixty (60) days after the end of each fiscal year of the
Company ending after the date hereof, an Officers' Certificate, stating as to
each signer thereof that he or she is familiar with the affairs of the Company
and whether or not to his or her knowledge the Company is in default in the
performance and observance of the terms, provisions or conditions of this
Indenture (without regard to any period of grace or requirement

                                       42
<PAGE>   50
of notice provided hereunder) and, if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which he or
she may have knowledge.

         10.5 Existence. Subject to Article 8, the Company will cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises and the existence,
rights (charter and statutory) and franchises of each Significant Subsidiary;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries and that the loss thereof is not disadvantageous in any
material respect to the Holders.

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

         10.7 Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Significant Subsidiary or upon the income,
profits or property he Company or any Significant Subsidiary, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Significant Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         10.8 Waiver of Certain Covenants. The Company need not in any
particular instance comply with any covenant or condition set forth in Section
10.5, 10.6 or 10.7, if before the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Notes shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.

                                   ARTICLE 11
                               REDEMPTION OF NOTES

         11.1 Right of Redemption. The Notes may be redeemed at the election of
the Company, as a whole or from time to in part, at any time on or after April
17, 1998, at the Redemption Prices specified in the form of Note hereinbefore
set forth, together with accrued interest to the Redemption Date.

                                       43
<PAGE>   51
         11.2 Applicability Of Article. Redemption of Notes at the election of
the Company, as permitted by any provision of this Indenture, shall be made in
accordance with such provision and this Article.

         11.3 Election to Redeem; Notice to Trustee. The election of the Company
to redeem any Notes pursuant to Section 11.1 shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all the Notes, the Company shall, at least sixty (60) days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Notes to be redeemed.

         11.4 Selection by Trustee of Notes to Be Redeemed. If less than all the
Notes are to be redeemed, the particular Notes to be redeemed shall be selected
not more than sixty (60) days prior to the Redemption Date by the Trustee, from
the Outstanding Notes not previously called for redemption, by lot or such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to $1,000 or any integral
multiple thereof) of the principal amount of Notes of a denomination larger than
$1,000.

         If any Note selected for partial redemption is converted in part before
termination of the conversion right with respect to the portion of the Note so
selected, the converted portion of such Note shall be deemed (so far as may be)
to be the portion selected for redemption. Notes which have been converted
during a selection of Notes to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.

         The Trustee shall promptly notify the Company and each Note Registrar
in writing of the Notes selected for redemption and, in the case of any Notes
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 Notes shall relate, in
the case of any Notes redeemed or to be redeemed only in part, to the portion of
the principal amount of such Notes which has been or is to be redeemed.

         11.5 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than thirty (30) nor more
than sixty (60) days prior to the Redemption Date, to each Holder of Notes to be
redeemed, at his address appearing in the Note Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Notes are to be redeemed,
the identification (and, in the case of partial redemption of any Notes, the
principal amounts) of the particular Notes to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Note to be redeemed and that interest
thereon will cease to accrue on and after said date,

                                       44
<PAGE>   52
                  (5) the conversion price, the date on which the right to
convert the Notes to be redeemed will terminate and the place or places where
such Notes may be surrendered for conversion, and

                  (6) the place or places where such Notes are to be surrendered
for payment of the Redemption Price.

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

         11.6 Deposit of Redemption Price. On or prior to any Redemption Date,
the Company shall deposit with the Trustee or 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 sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Notes which are to be redeemed on that date other than
Notes called for redemption on that date which have been converted prior to the
date of such deposit.

         If any Note called for redemption is converted, any money deposited
with the Trustee or with any Paying Agent or segregated and held in trust for
the redemption of such Note shall (subject to any right of the Holder of such
Note or any Predecessor Note to receive interest as provided in the last
paragraph of Section 3.7) be paid to the Company upon Company Request or, if
then held by the Company, shall be discharged from such trust.

         11.7 Notes Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Notes so 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 Notes shall cease to bear interest. Upon
surrender of such Note for redemption in accordance with said notice, such Note
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Notes, or one or more Predecessor Notes,
registered as such at the close of business on the relevant record dates
according to their terms and the provisions of Section 3.7.

         If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by the Note.

         11.8 Notes Redeemed in Part. Any Note which is to be redeemed only in
part shall be surrendered at an office or agency of the Company designated for
that purpose pursuant Section 10.2 (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company or 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 Note without
service charge, a new Note or Notes, 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 Note so surrendered.

                                       45
<PAGE>   53
                                   ARTICLE 12
                             SUBORDINATION OF NOTES

         12.1 Notes Subordinate to Senior Indebtedness. The Company covenants
and agrees, and each Holder of a Note, by his acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article (subject to the provisions of Article 4), the payment of
the principal of (and premium, if any) and interest on each and all of the Notes
(including any repurchases or payments pursuant to Article 14) are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness.

         12.2 Payment Over of Proceeds Upon Dissolution, Etc. In the event of
(a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization other similar case or proceeding in connection
therewith, relative to the Company or to its creditors, as such, or to its
assets or (b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary whether or not involving insolvency or
bankruptcy, or any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company, then and in any such event
specified in (a) or (b) above (each such event, if any, herein sometimes
referred to as a "Proceeding") the holders of Senior Indebtedness shall be
entitled to receive payment in full of all amounts due or to become due on or in
respect of all Senior Indebtedness, or provision shall be made for such payment
in cash or cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Indebtedness, before the Holders of the Notes are entitled to receive
any payment or distribution of any kind or character, whether in cash, property
or securities, on account of principal of (or premium, if any) or interest on
the Notes or on account of any purchase (including any repurchase pursuant to
Article 14) or other acquisition of Notes by the Company or any Subsidiary of
the Company (all such payments, distributions, purchases and acquisitions herein
referred to, individually and collectively, as a "Notes Payment"), and to that
end the holders of all Senior Indebtedness shall be entitled to receive, for
application to the payment thereof, any Notes Payment which may be payable or
deliverable in respect of the Notes in any such Proceeding.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Note shall have received any Notes
Payment before all Senior Indebtedness is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Indebtedness, and if such fact shall, at or prior to
the time of such Notes Payment, have been made known to the Trustee or, as the
case may be, such Holder, then and in such event such Notes Payment shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Indebtedness to substantially the same extent as the Notes are so
subordinated as provided in this Article. The consolidation of the Company with,
or the merger of the Company into, another Person or the liquidation or
dissolution or the Company following the conveyance or transfer of all or
substantially all of its properties and assets as an entirety to another Person
upon the terms and

                                       46
<PAGE>   54
conditions set forth in Article 8 shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets as an entirety, as the case may be, all, as
a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article 8.

         12.3 No Payment on Notes in Certain Circumstances. In the event that
any Notes are declared due and payable before their Stated Maturity, then and in
such event the holders of the Senior Indebtedness outstanding at the time such
Notes so become due and payable shall be entitled to receive payment in full of
all amounts due or to become due on or in respect of all Senior Indebtedness, or
provision shall made for such payment in cash or cash equivalents or otherwise
in a manner satisfactory to the holders of such Senior Indebtedness, before the
Holders of the Notes are entitled to receive any Notes Payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Notes).

         In the event and during the continuation of (i) any default in the
payment of principal of (or premium, if any) or interest on any Senior
Indebtedness beyond any applicable grace period with respect thereto, or (ii)
any other event of default with respect to any Senior Indebtedness shall have
occurred and be continuing permitting the holders of such Senior Indebtedness
(or a trustee or other representative on behalf of the holders thereof) to
declare such Senior Indebtedness due and payable prior to the date on which it
would otherwise have become due and payable, upon written notice thereof to the
Company and the Trustee by any holders of Senior Indebtedness (or a trustee or
other representative on behalf of the holders thereof) (the "Default Notice"),
unless and until such event of default shall have been cured or waived or shall
have ceased to exist and such acceleration shall have been rescinded or
annulled, or (iii) any judicial proceeding shall be pending with respect to any
such default payment or event of default, then no Notes Payment shall be made;
provided, however, that clause (ii) of this paragraph shall not prevent the
making of any Notes Payment for more than 179 days after a Default Notice shall
have been received by the Trustee unless the Senior Indebtedness in respect of
which such event of default exists has been declared due and payable in its
entirety in which case no such payment may be made until such acceleration has
been rescinded or annulled or such Senior Indebtedness has been paid in full;
provided, however, no event of default which existed or was continuing on the
date of any Default Notice shall be made the basis for the giving of a second
Default Notice; and provided, further, however, that only one such Default
Notice may be given in any 365 day period.

         In the event that, notwithstanding the foregoing, the Company shall
make any Notes Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Notes Payment, have been made known to the Trustee or, as the case may be,
such Holder, then and in such event such Notes Payment shall be paid over and
delivered forthwith to the Company.

         The provisions of this Section shall not apply to any Notes Payment
with respect to which Section 12.2 would be applicable.

         12.4 Payment Permitted if No Default. Nothing contained in this Article
or elsewhere in this Indenture or in any of the Notes shall prevent (a) the
Company, at any time except during the pendency of any Proceeding referred to in
Section 12.2 or under the conditions described in Section 12.3, from making
Notes Payments, or (b) the application by the Trustee of any money deposited
with it hereunder to Notes Payments or the retention of such Notes Payment by
the Holders, if, at the time of such application by the Trustee, it did not have
knowledge that such Notes Payment would have been prohibited by the provisions
of this Article.

                                       47
<PAGE>   55
         12.5 Subrogation to Rights of Holders of Senior Indebtedness. Subject
to the payment in full of all amounts due or to become due on or in respect of
Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Notes shall be subrogated to the extent of the
payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article (equally and ratably with the holders
of all indebtedness of the Company which by its express terms is subordinated to
indebtedness of the Company to substantially the same extent as the Notes are
subordinated and is entitled to like rights of subrogation) to the rights of the
holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
principal of (and premium, if any) and interest on the Notes shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of Senior Indebtedness of any cash, property or securities to which the
Holders of the Notes or the Trustee would be entitled except for the provisions
of this Article, and no payments over pursuant to the provisions of this Article
to the holders of Senior Indebtedness by Holders of the Notes or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Notes, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

         12.6 Provisions Solely to Define Relative Rights. The provisions of
this Article are and are intended solely for the purpose of defining the
relative rights of the Holders on the one hand and the holders of Senior
Indebtedness on the other hand. Nothing contained in this Article or elsewhere
in this Indenture or in the Notes is intended to or shall (a) impair, as among
the Company, its creditors other than holders of Senior Indebtedness, and the
Holders of the Notes, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness, is intended to rank equally with all other
general obligations of the Company), to pay to the Holders of the Notes the
principal of (and premium, if any) and interest on, and to make any repurchases
required by Article 14 of, the Notes as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Notes and creditors of the Company
other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the
Holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

         12.7 Trustee to Effectuate Subordination. Each Holder of a Note by his
acceptance thereof authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee his attorney-in-fact for any
and all such purposes.

         12.8 No Waiver of Subordination Provisions. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Notes,
without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the

                                       48
<PAGE>   56
Holders of the Notes to the holders of Senior Indebtedness, do any one or more
of the following: (i) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend
or supplement in any manner Senior Indebtedness, any instrument evidencing the
same or any agreement under which Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (iii) release any Person liable in any
manner for the collection of Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.

         12.9 Notice to Trustee. The Company shall give prompt written notice to
the Trustee of any fact known to the Company which would prohibit the making of
any payment to or by the Trustee in respect of the Notes. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the Notes,
unless and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 6.1, shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section at least three (3) Business Days prior
to the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of (and
premium, if any) or interest on, or amounts payable upon repurchase of, any
Note), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purpose for which such money was received and shall not be
affected by any notice to the contrary which may received by it within three (3)
Business Days prior to such date.

          Subject to the provisions of Section 6.1, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

         12.10 Reliance on Judicial Order or Certificate of Liquidating Agent.
Upon any payment or distribution of assets of the Company referred to in this
Article, the Trustee, subject to the provisions of Section 6.1, and the Holders
of the Notes shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such Proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Notes, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article.

                                       49
<PAGE>   57
         12.11 Trustee Not Fiduciary for Holders of Senior Indebtedness. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of Notes or to the Company or
to any other Person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise.

         12.12 Rights of Trustee as Holder of Senior Indebtedness; Preservation
of Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.7.

         12.13 Article Applicable to Paying Agents. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to
and including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Section 12.12 shall not apply to
the Company or any Affiliate of the Company if it or such Affiliate acts as
Paying Agent.

         12.14 Certain Conversions Deemed Payment. For the purposes of this
Article only, (1) the issuance and delivery of junior securities upon conversion
of Notes in accordance with Article 13 shall not be deemed to constitute a
payment or distribution on account of the principal of (or premium, if any) or
interest on Notes or on account of the purchase or other acquisition of Notes,
and (2) the payment, issuance or delivery of cash, property or securities (other
than junior securities) upon conversion of a Note shall be deemed to constitute
payment on account of the principal of such Note. For the purposes of this
Section, the term "junior securities" means (a) shares of any stock of any class
of the Company, (b) securities of the Company which are subordinated in right of
payment to all Senior Indebtedness which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Notes are so subordinated as provided in this
Article and (c) securities into which the Notes become convertible pursuant to
Section 13.11. Nothing contained in this Article or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Notes, the right, which is absolute and unconditional, of the Holder of any Note
to convert such Note in accordance with Article 13.

                                   ARTICLE 13
                               CONVERSION OF NOTES

         13.1 Conversion Privilege and Conversion Price. Subject to and upon
compliance with the provisions of this Article, at the option of the Holder
thereof, any Note or any portion of the principal amount thereof which is $1,000
or an integral multiple of $1,000 may be converted at the principal amount
thereof, or of such portion thereof, into fully paid and nonassessable shares
(calculated as to each conversion to the nearest 1/100 of a share) of Common
Stock of the Company at the conversion price, determined as hereinafter
provided, in effect at the time of conversion. Such conversion right shall
expire

                                       50
<PAGE>   58
at the close of business on April 15, 2002. In case a Note or portion thereof is
called for redemption at the election of the Company or delivered for repurchase
pursuant Article 14, such conversion right in respect of the Note or portion so
called shall expire at the close of business on the last Trading Day prior to
the Redemption Date or the Repurchase Date, as the case may be, unless the
Company defaults in making the payment due upon redemption or repurchase.

         The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "conversion price") shall be initially $12.00 per
share of Common Stock. The conversion price shall be adjusted in certain
instances as provided in this Article 13.

         13.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the Holder of any Note to be converted shall surrender
such Note, duly endorsed or assigned to the Company or in blank, at any office
or agency of the Company maintained for that purpose pursuant to Section 10.2,
accompanied by written notice to the Company (in form and substance satisfactory
to the Company) at such office agency that the Holder elects to convert such
Note or, if less than the entire principal amount thereof is to be converted,
the portion thereof to be converted. Notes surrendered for conversion during the
period from the close of business on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except in the case of Notes or portions thereof which have been called
for redemption on a Redemption Date within such period) be accompanied by
payment in New York Clearing House funds or other funds acceptable to Company of
an amount equal to the interest payable on such Interest Payment Date on the
principal amount of Notes being surrendered for conversion. Subject to the
provisions Section 3.7 relating to the payment of Defaulted Interest by the
Company, the interest payment with respect to a Note called for redemption on a
Redemption Date during the period from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date shall be payable on such Interest Payment Date to
the Holder of such Note at the close of business on such Regular Record Date
notwithstanding the conversion of such Note after such Regular Record Date and
prior to such Interest Payment Date, and the Holder converting such Note need
not include a payment of such interest payment amount upon surrender of such
Note for conversion. Except as provided in the preceding sentence and subject to
the final paragraph of Section 3.7, no payment or adjustment shall be made upon
any conversion on account of any interest accrued on the Notes surrendered for
conversion or on account of any dividends on the Common Stock issued upon
conversion.

         Notes shall be deemed to have been converted immediately prior to the
close of business on the day of surrender of such Notes for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of such Notes as Holders shall cease, and the Person or Persons entitled
to receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the Conversion Date, the Company shall issue
and shall deliver at such office or agency a certificate or certificates for the
number of full shares of Common Stock issuable upon conversion, together with
payment in lieu of any fraction of a share, as provided in Section 13.3.

         In the case of any Note which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Note or
Notes of authorized denominations in aggregate principal amount equal to the
unconverted portion of the principal amount of such Note.

         13.3 Fraction of Shares. No fractional shares of Common Stock shall be
issued upon conversion of Notes. If more than one Note shall be surrendered for
conversion at one time by the same

                                       51
<PAGE>   59
Holder, the number of full shares which shall issuable upon conversion thereof
shall be computed on the basis of the aggregate principal amount of the Notes
(or specified portions thereof) so surrendered. Instead of any fractional share
of Common Stock which would otherwise be issuable upon conversion of any Note or
Notes (or specified portions thereof), the Company shall pay a cash adjustment
in respect of such fraction in an amount equal to the fraction of the daily
Closing Price per share of Common Stock (consistent with Section 13.4(h) below)
at the close of business on the day of conversion.

         13.4 Adjustment of Conversion Price.

         (a) In case the Company shall pay or make a dividend or other
distribution on any class of capital stock of the Company in Common Stock, the
conversion price in effect at the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive such
dividend or other distribution shall be reduced by multiplying such conversion
price by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of shares and
the total number of shares constituting such dividend or other distribution,
such reduction to become effective immediately after the opening of business on
the day following the date fixed for such determination. For the purposes of
this paragraph (a), the number of shares of Common Stock at any time outstanding
shall not include shares held in the treasury of the Company but shall include
shares issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Company will not pay any dividend or make any
distribution on shares of Common Stock held in the treasury of the Company.

         (b) Subject to the provisions of paragraph (g) of this Section, in case
the Company shall issue rights, options or warrants to all holders of its Common
Stock entitling them to subscribe for or purchase shares of Common Stock at a
price per share less than the Current Market Price (determined as provided in
paragraph (h) of this Section) on the date fixed for the determination of
stockholders entitled to receive such rights, options or warrants (other than
pursuant to a dividend reinvestment plan), the conversion price in effect at the
opening of business on the day following the date fixed for such determination
shall be reduced by multiplying such conversion price by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding at the close
of business on the date fixed for such determination plus the number of shares
of Common Stock which the aggregate of the offering price of the total number of
shares of Common Stock offered for subscription or purchase would purchase at
such Current Market Price and the denominator shall be the number shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or repurchase, such reduction to become effective immediately after
the opening of business on the day following the date fixed for such
determination. For the purposes of this paragraph (b), the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
will not issue any rights, options or warrants in respect of shares of Common
Stock held in the treasury of the Company.

          (c) In case outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the conversion price in effect
at the opening of business on the day following the day upon which such
subdivision becomes effective shall be proportionately reduced, and, conversely,
in case outstanding shares of Common Stock shall each be combined into a smaller
number of shares of Common Stock, the conversion price in effect at the opening
of business on the day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become effective immediately after the opening of business on
the day following the day upon which such subdivision or combination becomes
effective.

                                       52
<PAGE>   60
         (d) Subject to the last sentence of this paragraph (d) and the
provisions of paragraph (g) of this Section, in case the Company shall, by
dividend or otherwise, distribute to all holders of the Common Stock evidences
of its indebtedness, shares of any class of its capital stock, cash or other
assets (including securities, but excluding any rights, options or warrants
referred to in paragraph (b) of this Section, excluding any dividend or
distribution paid exclusively in cash and excluding any dividend or distribution
referred to in paragraph (a) of this Section), the conversion price shall be
reduced by multiplying the conversion price in effect immediately prior to the
close of business on the date fixed for the determination of stockholders
entitled to such distribution by a fraction of which the numerator shall be the
Current Market Price (determined as provided in paragraph (h) of this Section)
on such date less the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) on such date of the portion of the evidences of indebtedness, shares
of capital stock, cash and other assets to be distributed applicable to one
share of Common Stock and the denominator shall be such Current Market Price,
such reduction to become effective immediately prior to the opening of business
on the day following such date. If the Board of Directors determines the fair
market value of any distribution for purposes of this paragraph (d) by reference
to the actual or when- issued trading market for any securities comprising part
or all of such distribution, it must in doing so consider the prices in such
market over the same period used in computing the Current Market Price pursuant
to paragraph (h) of this Section, to the extent possible. For purposes of this
paragraph (d), any dividend or distribution that includes shares of Common
Stock, rights, options or warrants to subscribe for or purchase shares of Common
stock or securities convertible into or exchangeable for shares of Common Stock
shall be deemed to be (x) a dividend or distribution of the evidences of
indebtedness, cash, assets or shares of capital stock other than such shares of
Common Stock, such rights, options or warrants or such convertible or
exchangeable securities (making any conversion price reduction required by this
paragraph (d)) immediately followed by (y) in the case of such shares of Common
Stock or such rights, options or warrants, dividend or distribution thereof
(making any further conversion price reduction required by (a) and (b) of this
Section, except any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at close of business on the date
fixed for such determination" within the meaning of paragraph (a) of this
Section), or (z) in the case of such convertible or exchangeable securities, a
dividend or distribution of the number of shares of Common Stock as would then
be issuable upon the conversion or exchange thereof, whether or not the
conversion or exchange of such securities is subject to any conditions (making
any further conversion price reduction required by paragraph (a) of this
Section, except the shares deemed to constitute such dividend or distribution
shall not be deemed "outstanding at the close of business on the date fixed for
such determination" within the meaning of paragraph (a) of this Section).

         (e) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed
upon a merger or consolidation to which Section 13.11 applies or as part of a
distribution referred to in paragraph (d) of this Section) in an aggregate
amount that, combined together with (1) the aggregate amount of any other
distributions to all holders of its Common Stock exclusively in cash within the
twelve (12) months preceding the date of payment of such distribution, and in
respect of which no adjustment pursuant to this paragraph (e) has been made, and
(2) the aggregate of any cash plus the fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and described in a
Board Resolution) of consideration paid or payable in respect of any tender
offer by the Company or any Subsidiary for all or any portion the Common Stock
concluded within the twelve (12) months preceding the date of payment of such
distribution, and in respect of which no adjustment pursuant to paragraph (f) of
this Section has been made, exceeds 12.5% of the product of the Current Market
Price (determined as provided in paragraph (h) of this Section) on the date for
the determination of holders of shares of Common Stock entitled to receive such
distribution times the number of shares of Common Stock outstanding on such
date, then,

                                       53
<PAGE>   61
and in each such case, immediately after the close of business on such date for
determination, the conversion price shall be reduced so that same shall equal
the price determined by multiplying the conversion price in effect immediately
prior to the close of business on the date fixed for determination of the
stockholders entitled to receive such distribution by a fraction (i) the
numerator of which shall be equal to the Current Market Price (determined as
provided in paragraph (h) of this Section) on the date fixed for such
determination less an amount equal to the quotient of (x) the excess of such
combined amount over such 12.5% and (y) the number of shares of Common Stock
outstanding on such date for determination and (ii) the denominator of which
shall be equal to the Current Market Price (determined as provided in paragraph
(h) of this Section) on such date for determination.

         (f) In case a tender offer made by the Company or any Subsidiary for
all or any portion of the Common Stock shall expire and such tender offer (as
amended upon the expiration thereof) shall require the payment to stockholders
(based on the acceptance (up to any maximum specified in the terms of the tender
offer) of Purchased Shares (as defined below)) of an aggregate consideration
having a fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) that
combined together with (1) the aggregate of the cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), as of the expiration of such
tender offer, of consideration paid or payable in respect of any other tender
offer, by the Company or any Subsidiary for all or any portion of the Common
Stock expiring within the twelve (12) months preceding the expiration of such
tender offer and in respect of which no adjustment pursuant to this paragraph
(f) has been made and (2) the aggregate amount of any distributions to all
holders of the Company's Common Stock made exclusively in cash within twelve
(12) months preceding the expiration of such tender offer and in respect of
which no adjustment pursuant to paragraph (e) of this Section has been made,
exceeds 12.5% of the product of the Current Market Price (determined as provided
in paragraph (h) of this Section) as of the last time (the "Expiration Time")
tenders could have been made pursuant to such tender offer (as it may be
amended) times the number of shares of Common Stock outstanding (including any
tendered shares) on the Expiration Time, then, and in each such case,
immediately prior to the opening of business on the day after the date of the
Expiration Time, the conversion price shall be adjusted so that the same shall
equal the price determined by multiplying the conversion price in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction (i) the numerator of which shall be equal to (A) the product of (I) the
Current Market Price (determined as provided in paragraph (h) of this Section)
on the date of the Expiration Time and (II) the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time less (B) the
amount of cash plus the fair market value (determined as aforesaid) of the
aggregate consideration payable to stockholders based on the acceptance (up to
any maximum specified in the terms of the tender offer) of Purchased Shares, and
(ii) the denominator of which shall be equal to the product of (A) the Current
Market Price (determined as provided in paragraph (h) of this Section) as of the
Expiration Time and (B) the number of shares of Common Stock outstanding
(including any tendered shares) as of the Expiration Time less the number of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed to be accepted up to any such maximum, being referred to as the
"Purchased Shares").

         (g) The reclassification of Common Stock into securities, including
securities other than Common Stock (other than any reclassification upon a
consolidation or merger to which Section 13.11 applies), shall be deemed to
involve (i) a distribution of such securities other than Common Stock to all
holders of Common Stock (and the effective date of such reclassification shall
be deemed to be "the date fixed for the determination of stockholders entitled
to receive such distribution" and the "date fixed for such determination" within
the meaning of paragraph (d) of this Section), and (ii) a subdivision or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately

                                       54
<PAGE>   62
prior to such reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective,"
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (c) of this Section). Rights,
options or warrants issued by the Company to all holders of the Common Stock
entitling the holders thereof to subscribe for or purchase shares of Common
Stock (either initially or under certain circumstances), which rights, options
or warrants (i) are deemed to be transferred with such shares of Common Stock,
(ii) are not exercisable and (iii) are also issued in respect of future
issuances of Common Stock, in each case in clauses (i) through (iii) until the
occurrence of a specified event or events ("Trigger Event"), shall for purposes
of paragraphs (b) and (d) above not be deemed issued until the occurrence of the
earliest Trigger Event. Notwithstanding any provision of paragraphs (b) and (d)
above to the contrary, no adjustment shall be made pursuant to paragraphs (b) or
(d) above for any dividend, distribution or issuance of rights, options or
warrants to all holders of Common Stock if the Company makes proper provision so
that each Holder of a Note who converts such Note (or any portion thereof) after
the date fixed for the determination of stockholders entitled to such issuance,
dividend or distribution, shall be entitled to receive upon such conversion, in
addition to the shares of Common Stock issuable upon such conversion, that
number of rights, options or warrants as would have been issuable to a holder of
a number of shares of Common Stock equal to the number of shares to which the
Notes were convertible as of the date fixed for such issuance, dividend or
distribution (with adjustments to the rights and privileges under such rights,
options or warrants given effect as if such rights, options or warrants had been
issued as of such date), provided that the foregoing provisions set forth in
this sentence shall only apply to the extent (and so long as) such rights,
options or warrants receivable upon conversion of the Notes would be exercisable
without any loss of rights or privileges for a period of at least 90 days
following conversion of the Notes. In addition, in the event of any issuance or
distribution of rights, options or warrants, or any Trigger Event with respect
thereto, which shall have resulted in an adjustment to the conversion price with
respect to the Notes under paragraphs (b) or (d) above, (a) in the case of any
such rights, options or warrants which shall all have been redeemed or
repurchased without exercise by any holders thereof, the conversion price shall
be readjusted upon such final redemption or repurchase to give effect to such
issuance or distribution (or Trigger Event, as the case may be) as though a cash
distribution had been made to all of the holders of Common Stock equal to the
per share redemption or repurchase price received by a holder of Common Stock
with respect to the rights, options or warrants received by such holder
(assuming such holder had retained such rights, options or warrants), and (b) in
the case of any such rights, options or warrants all of which shall have expired
without exercise by any holder thereof, the conversion price with respect to the
Notes shall be readjusted as if such issuance had not occurred.

         (h) For the purpose of any computation under this paragraph and
paragraphs (b), (d), (e) and (f) of this Section, the current market price per
share of Common Stock (the "Current Market Price") on any date shall be deemed
to be the average of the daily Closing Prices (as hereinafter defined) for the
five consecutive Trading Days selected by the Company commencing not more than
20 Trading Days before, and ending not later than the date in question;
provided, however, that (i) if the "ex" date (as hereinafter defined) for any
event (other than the issuance or distribution requiring such computation) that
requires an adjustment to the conversion price pursuant to paragraph (a), (b),
(c), (d), (e) or (f) above occurs on or after the 20th Trading Day prior to the
date in question and prior to the "ex" date for the issuance or distribution
requiring such computation, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the same fraction by which the conversion price is so required to be
adjusted as a result of such other event, (ii) if the "ex" date for any event
(other than the issuance or distribution requiring such computation) that
requires an adjustment to the conversion price pursuant to paragraph (a), (b),
(c), (d), (e) or (f) above occurs on or

                                       55
<PAGE>   63
after the "ex" date for the issuance or distribution requiring such computation
and on or prior to the date in question, the Closing Price for each Trading Day
on and after the "ex" date for such other event shall be adjusted by multiplying
such Closing Price by the reciprocal of the fraction by which the conversion
price is so required to be adjusted as a result of such other event, and (iii)
if the "ex" date for the issuance or distribution requiring such computation is
on or prior to the date in question, after taking into account any adjustment
required pursuant to this proviso, the Closing Price for each Trading Day on or
after such "ex" date shall be adjusted by adding thereto the amount of any cash
and the fair market value on the date in question (as determined by the Board of
Directors in a manner consistent with any determination of such value for
purposes of paragraph (d) or (e) of this Section, whose determination shall be
conclusive and described in a Board Resolution) of the evidences of
indebtedness, shares of capital stock or assets being distributed applicable to
one share of Common Stock as of the close of business on the day before such
"ex" date. For the purpose of any computation under paragraph (f) of this
Section, the Current Market Price on any date shall be deemed to be the average
of the daily Closing Prices for the 5 consecutive Trading Days selected by the
Company commencing on or after the latest (the "Commencement Date") of (i) the
date 20 Trading Days before the date in question, (ii) the date of commencement
of the tender offer requiring such computation, and (iii) the date of the last
amendment, if any, of such tender offer involving a change in the maximum number
of shares for which tenders are sought or a change in the consideration offered,
and ending not later than the Expiration Time of such tender offer; provided,
however, that if the "ex" date for any event (other than the tender offer
requiring such computation) that requires an adjustment to the conversion price
pursuant to paragraph (a), (b), (c), (d), (e) or (f) above occurs on or after
the Commencement Date and prior to the Expiration Time for the tender offer
requiring such computation, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the same fraction by which the conversion price is so required to be
adjusted as a result of such other event. The closing price for any Trading Day
(the "Closing Price") shall be the last reported sales price regular way or, in
case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, in either case on the New York Stock
Exchange or, if the Common Stock is not listed or admitted to trading or, if not
listed or admitted to trading on such exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if not listed or admitted to trading on any national securities exchange, on
the National Association of Securities Dealers Automated Quotations National
Market System or, if the Common Stock is not listed or admitted to trading on
any national securities exchange or quoted on such National Market System, the
average of the closing bid and asked prices in the over-the-counter market as
furnished by any New York Stock Exchange member firm selected from time to time
by the Company for that purpose. The term "ex date," (i) when used with respect
to any issuance or distribution, means the first date on which the Common Stock
trades regular way on the relevant exchange or in the relevant market from which
the Closing Prices were obtained without the right to receive such issuance or
distribution, (ii) when used with respect to any subdivision or combination of
shares of Common Stock, means the first date on which the Common Stock trades
regular way on such exchange or in such market after the time at which such
subdivision or combination becomes effective, and (iii) when used with respect
to any tender offer means the first date on which the Common Stock trades
regular way on such exchange or in such market after the last time that tenders
may be made pursuant to such tender offer (as it shall have been amended).

         (i) No adjustment in the conversion price shall be required unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(i) would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this paragraph (i)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this paragraph (i) shall be
made to the nearest percent.

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<PAGE>   64
         (j) No upward adjustment in the conversion price will be made other
than in the event of a reverse stock split.

         (k) The Company may make such reductions in the conversion price, in
addition to those required by paragraphs (a), (b), (c), (d), (e) and (f) of this
Section, as it considers to be advisable in order to avoid or diminish any
income tax to any holders of shares of Common Stock resulting from any dividend
or distribution of stock or issuance of rights, options or warrants to purchase
or subscribe for stock or from any event treated as such for income tax purposes
or for any other reasons. The Company shall have the power to resolve any
ambiguity or correct any error in this paragraph (k) and its actions in so doing
shall be final and conclusive.

         (l) Notwithstanding any other provision of this Section 13.4, no
adjustment to the conversion price shall reduce the conversion price below the
then par value per share the Common Stock, and any such purported adjustment
shall instead reduce the conversion price to such par value. The Company hereby
covenants not to take any action to increase par value per share of the Common
Stock.

         13.5 Notice of Adjustments of Conversion Price. Whenever conversion
price is adjusted as herein provided:

         (a) the Company shall compute the adjusted conversion price in
accordance with Section 13.4 and shall prepare a certificate signed by the
Treasurer of the Company setting forth the adjusted conversion price and showing
in reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed at each office or agency maintained for the
purpose of conversion of Notes pursuant to Section 10.2; and

         (b) a notice stating that the conversion price has been adjusted and
setting forth the adjusted conversion price shall forthwith be required, and as
soon as practicable after it is required, such notice shall be mailed by the
Company to all Holders at their last addresses as they shall appear in the Note
Register.

         13.6 Notice of Certain Corporate Action. In case:

         (a) the Company shall declare a dividend (or any other distribution)
payable (i) otherwise than exclusively in cash and (ii) exclusively in cash in
an amount that would require a conversion price adjustment pursuant to paragraph
(e) of Section 13.4; or

         (b) the Company shall authorize the granting to the holders of its
Common Stock of rights, options or warrants to subscribe for or purchase any
shares of capital stock of any class or of any other rights; or

         (c) of any reclassification of the Common Stock of the Company (other
than a subdivision or combination of its outstanding shares of Common Stock), or
of any consolidation, or share exchange to which the Company is a party and
which approval of any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company; or

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

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<PAGE>   65
         (e) the Company or any Subsidiary shall commence a tender offer for all
or a portion of the outstanding shares of Common Stock (or shall amend any such
tender offer to change the maximum number of shares being sought or the amount
or type of consideration being offered therefor);

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Notes pursuant to Section 10.2, and shall cause to
be mailed to all Holders at their last addresses as they shall appear in the
Note Register, at least twenty-one (21) days (or eleven days in any case
specified in clause (a), (b) or (c) above) prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, rights or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution, rights
warrants are to be determined, or (y) the date on which such reclassification,
consolidation, merger, share exchange, transfer, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, share exchange, sale,
transfer, dissolution, liquidation or winding up. Neither the failure to give
such notice nor any defect therein shall affect the legality or validity of the
proceedings described in clauses (a) through (e) of this Section 13.6.

         13.7 Company to Reserve Common Stock. The Company shall at all times
reserve and keep available out of its authorized but unissued Common Stock, for
the purpose of effecting the conversion of Notes, the full number of shares of
Common Stock then issuable upon the conversion of all outstanding Notes.

         13.8 Taxes on Conversions. The Company will pay any and all taxes that
may be payable in respect of the issue or delivery of shares of Common Stock on
conversion of Notes pursuant hereto. The Company shall not, however, be required
to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that of the
Holder of the Note or Notes to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax, or established to the satisfaction of the
Company that such tax has been paid.

         13.9 Covenant as to Shares of Common Stock. The Company covenants that
all shares of Common Stock which may be issued upon conversion of Notes will
upon issue be fully paid and nonassessable and, except as provided in Section
13.8, the Company will pay all taxes, liens and charges with respect to the
issue thereof.

         13.10 Cancellation of Converted Notes. All Notes delivered for
conversion shall be delivered to the Trustee to be canceled by or at the
direction of the Trustee, which shall dispose of the same as provided in Section
3.9.

         13.11 Provisions in Case of Consolidation, Merger or Sale of Assets. In
case of any consolidation of the Company with, or merger of the Company into,
any other Person, any merger of another Person into the Company (other than a
merger which does not result in any reclassification, conversion, change or
cancellation of outstanding shares of Common Stock of the Company) or any sale
or transfer of all or substantially all of the assets of the Company, the Person
formed by such consolidation or resulting from such merger or which acquires
such assets, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture providing that the Holder of each Note then outstanding
shall have the right thereafter, during the period such Note shall be
convertible as specified

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<PAGE>   66
in Section 13.1, to convert such Note only into the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer by a holder of the number of shares of Common Stock of the
Company into which such Note might have been converted immediately prior to such
consolidation, merger, sale or transfer, assuming such holder of Common Stock of
the Company is not a Person with which the Company consolidated or into which
the Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent Person"), or an Affiliate of
a constituent Person, and failed to exercise his rights of election, if any, to
the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer (provided that if the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer is not the same for each share of Common Stock of the Company
held immediately prior to such consolidation, merger, sale or transfer by others
than a constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised ("nonelecting share"), then for
the purpose of this Section the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer by each
nonelecting share shall be deemed to be the kind and amount so receivable per
share by a plurality of the nonelecting shares). Such supplemental indenture
shall provide for adjustments which, for events subsequent to the effective date
of such supplemental indenture, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers, sales or transfers.

         13.12 Disclaimer of Responsibility for Certain Matters. The Trustee
shall not be accountable with respect to the listing or registration or the
validity or value (or the kind or amount) or any shares of Common Stock, or of
any securities, cash or other property, which may at any time be issued or
delivered upon the conversion of any Note; and the Trustee makes no
representation with respect thereto. The Trustee shall not be responsible for
any failure of the Company to issue, transfer or deliver any shares of Common
Stock or stock certificates or other securities or property or to make any cash
payment upon the surrender of any Note for the purpose of conversion or, subject
to the provisions of Section 6.01, to comply with any of the covenants contained
in this Article Thirteen.

                                   ARTICLE 14
                        REPURCHASE OF NOTES AT THE OPTION

                         OF THE HOLDER UPON A RISK EVENT

         14.1 Right to Require Repurchase. In the event that a Risk Event (as
hereinafter defined) shall occur, then each Holder shall have the right, at the
Holder's option, to require the Company to repurchase, and upon the exercise of
such right the Company shall repurchase, all of such Holder's Notes, or any
portion of the principal amount thereof that is an integral multiple of $1,000,
on the date (the "Repurchase Date") that is forty-five (45) calendar days after
the date of the Company Notice (as defined in Section 14.2) for cash at a
purchase price equal to 100% of the principal amount the Notes to be repurchased
(the "Repurchase Price"), together in each case with accrued interest to the
Repurchase Date. Such right to require the repurchase of the Notes shall not
continue after a discharge of the Company from its obligations with respect to
the Notes in accordance with Article 4, unless a Risk Event shall have occurred
prior to such discharge.

         14.2 Notices; Method of Exercising Repurchase Right, Etc.

         (a) Unless the Company shall have theretofore called for redemption all
of the Outstanding Notes, on or before the fifteenth (15th) calendar day after
the occurrence of a Risk Event, the Company

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<PAGE>   67
or, at the request of the Company, the Trustee, shall mail to all Holders a
notice (the "Company Notice") of the occurrence of the Risk Event and of the
repurchase right set forth herein arising as a result thereof. The Company shall
also deliver a copy of such notice of a repurchase right to the Trustee and
cause a copy of such Notice of a repurchase right, or a summary of the
information contained therein, to be published in a newspaper of general
circulation in The City of New York.

         Each notice of a repurchase right shall state:

                  (1) the Repurchase Date,

                  (2) the date by which the repurchase right must be exercised,

                  (3) the Repurchase Price,

                  (4) a description of the procedure which a Holder must follow
to exercise a repurchase right, and

                  (5) the conversion price then in effect, the date which the
right to convert the principal amount of the Notes to be repurchased will
terminate and the place or places where Notes may be surrendered for conversion.

         No failure of the Company to give the foregoing notices or defect
therein shall limit any Holder's right to exercise a purchase right or affect
the validity of the proceedings for the repurchase of Notes.

         If any of the foregoing provisions are inconsistent with applicable
law, such law shall govern.

         (b) To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the close of business on the fifth day preceding the
Repurchase Date (i) written notice of the Holder's exercise of such right, which
notice shall set forth the name the Holder, the principal amount of the Notes to
be repurchased, a statement that an election to exercise the repurchase right is
being made thereby, and (ii) the Notes with respect to which the repurchase
right is being exercised, duly endorsed for transfer to the Company. Such
written notice shall be irrevocable, except that the right of the Holder to
convert the Notes with respect to which the repurchase right is being exercised
shall continue until the close of business on the last Trading Day preceding the
Repurchase Date.

         (c) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid the Repurchase
Price in cash to the Holder on the Repurchase Date, together with accrued and
unpaid interest to the Repurchase Date payable with respect to the Notes to
which the purchase right has been exercised; provided, however, that
installments of interest that mature on or prior the Repurchase Date shall be
payable in cash to the Holders of such Notes, or one or more predecessor Notes,
registered as such at the close of business on the relevant Regular Record Date
according to the terms and provisions of Article 3.

         (d) If any Note surrendered for repurchase shall be so paid on the
Repurchase Date, the principal shall, until paid, bear interest to the extent
permitted by applicable law from the Repurchase Date at the rate borne by the
Note and each Note shall remain convertible into Common Stock until the
principal of such Note shall have been paid or duly provided for.

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<PAGE>   68
         (e) Any Note which is to be repurchased only in part shall be
surrendered to the Trustee (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 Note without service
charge, a new Note or Notes, containing identical terms and conditions, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unrepurchased portion of the principal
of the Note so surrendered.

         (f) Prior to the Repurchase Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the Repurchase Price of the Notes that are to be repaid
on the Repurchase Date.

         14.3 Certain Definitions. For purposes of this Article 14,

         (a) the term "beneficial owner" shall be determined in accordance with
Rule 13d-3, as in effect on the date of the final execution of this Indenture,
promulgated by the Securities and Exchange Commission pursuant to the Exchange
Act;

         (b) the term "Person" shall include any syndicate or group which would
be deemed to be a "person" under Section 13(d)(3) of the Exchange Act, as in
effect on the date of the original execution of this Indenture; and

         (c)  a "Risk Event" shall be deemed to have occurred at such time as:

                  (i) any Person (other than the Company, any Subsidiary of the
         Company or any current or future employee or director benefit plan of
         the Company or any subsidiary of the Company or any entity holding
         capital stock of the Company for or pursuant to the terms of such plan
         or any underwriter engaged in a firm commitment underwriting in
         connection with a public offering of capital stock of the Company) is
         or becomes the beneficial owner, directly or indirectly, through a
         purchase, merger or other acquisition transaction or series of
         transactions, of shares of capital stock of the Company entitling such
         Person to exercise 50% or more of the total voting power of all shares
         of capital stock of the Company entitled to vote generally in the
         elections of directors (any shares of voting stock of which such person
         or group is the beneficial owner that are not then outstanding being
         deemed outstanding for purposes of calculating such percentage); or

                  (ii) the Company adopts a plan relating to the liquidation or
         dissolution of the Company;

                  (iii) any consolidation of the Company with, or merger of the
         Company into, any other Person, any merger of another Person into the
         Company, or any sale or transfer of all or substantially all of the
         assets of the Company to another Person (other than a merger (x) which
         does not result in any reclassification, conversion, exchange or
         cancellation of outstanding shares of Common Stock or (y) which is
         affected solely to change the jurisdiction of incorporation of the
         Company and results in a reclassification, conversion or exchange of
         outstanding shares of Common Stock solely into shares of Common Stock);
         or

                                       61
<PAGE>   69
                  (iv) a change in the Board of Directors of the Company in
         which the individuals who constituted the Board of Directors of the
         Company at the beginning of the twelve-month period immediately
         preceding such change (together with any other director whose election
         by the Board of Directors of the Company or whose nomination for
         election by the shareholders of the Company was approved by a vote of
         at least a majority of the directors then in office either who were
         directors at the beginning of such period or whose election or
         nomination for election was previously so approved) cease for any
         reason to constitute a majority of the directors then in office.

provided, however, that a Risk Event shall not be deemed to have occurred if the
closing price per share of Common Stock for any five (5) Trading Days within the
period of ten (10) consecutive Trading Days ending immediately before the Risk
Event shall equal or exceed 105% of the conversion price of such Notes in effect
on each such Trading Day.

         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.

                            [signature page follows]

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

                           PRIME HOSPITALITY CORP.

                           By________________________________
                           Title:

                           Attest:___________________________

                           BANK ONE, COLUMBUS, N.A.,
                           as Trustee

                           By________________________________
                             Authorized Signatory

                           Attest:___________________________

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