<PAGE>   1
                                                                     EXHIBIT 4.1


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




                             KERR-McGEE CORPORATION





                                       TO





                             CITIBANK, N.A., Trustee




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

                                    INDENTURE

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




                           DATED AS OF AUGUST 1, 2001


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


<PAGE>   2


                             KERR-McGEE CORPORATION
         Reconciliation and tie between Trust Indenture Act of 1939 and
                      Indenture, dated as of August 1, 2001


<Table>
<Caption>
TRUST INDENTURE ACT SECTION                                                             INDENTURE SECTION
---------------------------                                                             -----------------
<S>                                                                                     <C>
Section 310(a)(1) ..................................................................           6.09
       (a)(2).......................................................................           6.09
       (a)(3).......................................................................           Not Applicable
       (a)(4).......................................................................           Not Applicable
       (b)..........................................................................           6.08
                                                                                               6.10
Section 311(a)......................................................................           6.13(a)
       (b)..........................................................................           6.13(b)
       (b)(2).......................................................................           7.03(a)(2)
                                                                                               7.03(b)
Section 312(a)......................................................................           7.01
                                                                                               7.02(a)
       (b)..........................................................................           7.02(b)
       (c)..........................................................................           7.02(c)
Section 313(a)......................................................................           7.03(a)
       (b)..........................................................................           7.03(b)
       (c)..........................................................................           7.03(a),7.03(b)
       (d)..........................................................................           7.03(c)
Section 314(a)......................................................................           7.04
       (c)(1).......................................................................           1.02
       (c)(2).......................................................................           1.02
       (c)(3).......................................................................           Not Applicable
       (d)..........................................................................           Not Applicable
       (e)..........................................................................           1.02
Section 315(a)......................................................................           6.01(a)
       (b)..........................................................................           6.02
                                                                                               7.03(a)(6)
       (c)..........................................................................           6.01(b)
       (d)..........................................................................           6.01(c)
       (d)(1).......................................................................           6.01(a)(1)
       (d)(2).......................................................................           6.01(c)(2)
       (d)(3).......................................................................           6.01(c)(3)
       (e)..........................................................................           5.09
Section 316(a)......................................................................           1.01
       (a)(1)(A)....................................................................           5.02
                                                                                               5.08
       (a)(1)(B)....................................................................           5.08
       (a)(2).......................................................................           Not Applicable
       (b)..........................................................................           5.05
Section 317(a)(1)...................................................................           5.03
       (a)(2).......................................................................           5.03
       (b)..........................................................................           10.03
Section 318(a)......................................................................           1.07
</Table>

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

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

<PAGE>   3

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
PARTIES.......................................................................1
RECITALS......................................................................1

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........1

         SECTION 1.01. Definitions............................................1
         "Act" ...............................................................2
         "Affiliate"..........................................................2
         "Authenticating Agent"...............................................2
         "Board of Directors".................................................2
         "Board Resolution"...................................................2
         "Business Day".......................................................2
         "Commission".........................................................2
         "Company"............................................................2
         "Company Request" and "Company Order"................................2
         "Consolidated Net Tangible Assets"...................................2
         "Corporate Trust Office".............................................3
         "Covenant Defeasance Option".........................................3
         "Defaulted Interest".................................................3
         "Discharged..........................................................3
         "Eligible Guarantors"................................................3
         "Event of Default"...................................................3
         "Funded Debt"........................................................3
         "Global Security"....................................................3
         "Guarantee"..........................................................3
         "Guarantor"..........................................................3
         "Holder" ............................................................3
         "Indenture"..........................................................3
         "interest"...........................................................4
         "Interest Payment Date"..............................................4
         "Legal Defeasance Option"............................................4
         "Maturity"...........................................................4
         "Officers' Certificate"..............................................4
         "Opinion of Counsel".................................................4
         "Original Issue Discount Security"...................................4
         "Outstanding"........................................................4
         "Paying Agent".......................................................5
         "Person" ............................................................5
         "Predecessor Security"...............................................5
         "Principal Property".................................................5
         "Redemption Date"....................................................5
</Table>


                                       i
<PAGE>   4

<Table>
<Caption>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
         "Redemption Price"...................................................5
         "Regular Record Date"................................................5
         "Responsible Officer"................................................5
         "Restricted Subsidiary"..............................................6
         "Securities".........................................................6
         "Security Register" and "Security Registrar".........................6
         "Special Record Date"................................................6
         "Stated Maturity"....................................................6
         "Stockholders' Equity"...............................................6
         "Subsidiary".........................................................6
         "Trustee"............................................................6
         "Trust Indenture Act"................................................7
         "United States"......................................................7
         "U.S. Depositary"....................................................7
         "U.S. Government Obligations"........................................7
         "Voting Stock".......................................................7
         "Yield to Maturity"..................................................7
         SECTION 1.02. Compliance Certificates and Opinions...................7
         SECTION 1.03. Form of Documents Delivered to Trustee.................8
         SECTION 1.04. Acts of Holders........................................8
         SECTION 1.05. Notices, etc., to Trustee and Company..................9
         SECTION 1.06. Notice to Holders; Waiver..............................9
         SECTION 1.07. Conflict with Trust Indenture Act.....................10
         SECTION 1.08. Effect of Headings and Table of Contents..............10
         SECTION 1.09. Successors and Assigns................................10
         SECTION 1.10. Separability Clause...................................10
         SECTION 1.11. Benefits of Indenture.................................10
         SECTION 1.12. Governing Law.........................................10
         SECTION 1.13. Legal Holidays........................................10
         SECTION 1.14. Indenture and Securities Solely Corporate
                         Obligations.........................................11
         SECTION 1.15. No Security Interest Created..........................11

ARTICLE TWO    SECURITY FORMS................................................11

         SECTION 2.01. Forms Generally.......................................11
         SECTION 2.02. Form of Trustee's Certificate of Authentication.......11
         SECTION 2.03. Securities in Global Form.............................12

ARTICLE THREE    THE SECURITIES..............................................12

         SECTION 3.01. Amount Unlimited; Issuable in Series..................12
         SECTION 3.02. Denominations.........................................14
         SECTION 3.03. Authentication and Dating.............................14
         SECTION 3.04. Execution of Securities...............................15
         SECTION 3.05. Exchange and Registration of Transfer of Securities...15
         SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities.......16
</Table>


                                       ii
<PAGE>   5

<Table>
<Caption>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
         SECTION 3.07. Temporary Securities..................................17
         SECTION 3.08. Payment of Interest; Interest Rights Preserved........18
         SECTION 3.09. Persons Deemed Owners.................................20
         SECTION 3.10. Cancellation..........................................20
         SECTION 3.11. Computation of Interest...............................20
         SECTION 3.12. CUSIP Numbers.........................................20

ARTICLE FOUR    SATISFACTION AND DISCHARGE...................................20

         SECTION 4.01. Satisfaction and Discharge of Indenture...............20
         SECTION 4.02. Application of Trust Money............................21

ARTICLE FIVE    REMEDIES ....................................................22

         SECTION 5.01. Events of Default.....................................22
         SECTION 5.02. Acceleration of Maturity; Rescission and Annulment....23
         SECTION 5.03. Payment of Securities on Default; Suit Therefor.......24
         SECTION 5.04. Application of Moneys Collected by Trustee............25
         SECTION 5.05. Proceedings by Holders................................26
         SECTION 5.06. Proceedings by Trustee................................27
         SECTION 5.07. Remedies Cumulative and Continuing....................27
         SECTION 5.08. Direction of Proceedings and Waiver of Defaults by
                         Majority of Holders.................................27
         SECTION 5.09. Undertaking to Pay Costs..............................28

ARTICLE SIX    THE TRUSTEE ..................................................28

         SECTION 6.01. Certain Duties and Responsibilities...................28
         SECTION 6.02. Notice of Defaults....................................29
         SECTION 6.03. Certain Rights of Trustee.............................30
         SECTION 6.04. Not Responsible for Recitals or Issuance of
                         Securities..........................................31
         SECTION 6.05. May Hold Securities...................................31
         SECTION 6.06. Money Held in Trust...................................31
         SECTION 6.07. Compensation and Reimbursement........................31
         SECTION 6.08. Disqualification; Conflicting Interests...............32
         SECTION 6.09. Corporate Trustee Required; Eligibility...............32
         SECTION 6.10. Resignation and Removal; Appointment of Successor.....33
         SECTION 6.11. Acceptance of Appointment by Successor................34
         SECTION 6.12. Merger, Conversion, Consolidation or Succession to
                         Business............................................35
         SECTION 6.13. Preferential Collection of Claims Against Company.....35
         SECTION 6.14. Appointment of Authenticating Agent...................39

ARTICLE SEVEN    HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY...........40

         SECTION 7.01. Company to Furnish Trustee Names and Addresses of
                         Holders.............................................40
         SECTION 7.02. Preservation of Information:  Communications to
                         Holders.............................................40
</Table>


                                       iii
<PAGE>   6

<Table>
<Caption>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
         SECTION 7.03. Reports by Trustee....................................42
         SECTION 7.04. Reports by Company....................................43

ARTICLE EIGHT    CONSOLIDATION, MERGER, SALE, CONVEYANCE OR LEASE............44

         SECTION 8.01. Consolidations and Mergers of Company and Conveyances
                         Permitted Subject to Certain Conditions.............44
         SECTION 8.02. Rights and Duties of Successor Corporation............44
         SECTION 8.03. Securities to be Secured in Certain Events............44
         SECTION 8.04. Officers' Certificate and Opinion of Counsel..........45
         SECTION 8.05. Limitation on Lease of Properties as Entirety.........45
         SECTION 8.06. When Guarantors May Consolidate or Merge..............45

ARTICLE NINE    SUPPLEMENTAL INDENTURES......................................46

         SECTION 9.01. Supplemental Indentures without Consent of Holders....46
         SECTION 9.02. Supplemental Indentures with Consent of Holders.......47
         SECTION 9.03. Compliance with Trust Indenture Act; Effect of
                         Supplemental Indentures.............................48
         SECTION 9.04. Notation on Securities................................48
         SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
                         Furnished Trustee...................................48

ARTICLE TEN    COVENANTS ....................................................48

         SECTION 10.01. Payment of Principal and Interest....................48
         SECTION 10.02. Maintenance of Office or Agency......................48
         SECTION 10.03. Money for Security Payments to be Held in Trust......49
         SECTION 10.04. Payment of Taxes and Other Claims....................50
         SECTION 10.05. Maintenance of Principal Properties..................50
         SECTION 10.06. Statement as to Default..............................50
         SECTION 10.07. Corporate Existence..................................51
         SECTION 10.08. Limitation on Secured Debt...........................51
         SECTION 10.09. Limitation on Sales and Leasebacks...................52
         SECTION 10.10. Waiver of Certain Covenants..........................53
         SECTION 10.11. Calculation of Original Issue Discount...............54

ARTICLE ELEVEN    REDEMPTION OF SECURITIES...................................54

         SECTION 11.01. Applicability of Article.............................54
         SECTION 11.02. Notice of Redemption; Selection of Securities........54
         SECTION 11.03. Payment of Securities Called for Redemption..........55

ARTICLE TWELVE    SINKING FUNDS..............................................55

         SECTION 12.01. Applicability of Article.............................55
</Table>


                                       iv
<PAGE>   7

<Table>
<Caption>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
         SECTION 12.02. Satisfaction of Mandatory Sinking Fund Payments with
                          Securities.........................................55
         SECTION 12.03. Redemption of Securities for Sinking Fund............56

ARTICLE THIRTEEN    HOLDERS' MEETINGS........................................57

         SECTION 13.01. Purposes of Meetings.................................57
         SECTION 13.02. Call of Meetings by Trustee..........................57
         SECTION 13.03. Call of Meetings by Company or Holders...............57
         SECTION 13.04. Qualifications for Voting............................58
         SECTION 13.05. Regulations..........................................58
         SECTION 13.06. Voting...............................................59
         SECTION 13.07. Revocation by Holders................................59
         SECTION 13.08. No Delay.............................................60
         SECTION 13.09. Action by Holders....................................60

ARTICLE FOURTEEN    DEFEASANCE...............................................60

         SECTION 14.01. Applicability of Article.............................60
         SECTION 14.02. Defeasance Upon Deposit of Moneys or U.S. Government
                          Obligations........................................60
         SECTION 14.03. Deposited Moneys and U.S. Government Obligations to
                          Be Held in Trust...................................62
         SECTION 14.04. Repayment to Company.................................62

ARTICLE Fifteen    Guarantees................................................62

         SECTION 15.01. Guarantees...........................................62
         SECTION 15.02. Obligations of the Guarantor Unconditional...........64
         SECTION 15.03. Article Fifteen Not To Prevent Events of Default.....64
         SECTION 15.04. Execution and Delivery of Guarantee..................64

SIGNATURES AND ATTESTATIONS..................................................65
EXHIBIT A
</Table>


                                        v
<PAGE>   8

         INDENTURE, dated as of August 1, 2001 between KERR-McGEE Corporation, a
Delaware corporation (hereinafter called the "Company"), and Citibank, N.A., a
national banking association incorporated and existing under the laws of the
United States of America (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 1.01. 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 them in this Article, and include the plural as well as the
         singular;

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

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

                  (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.

         Certain terms, used principally in Article Six, are defined in that
Article.


<PAGE>   9

                                                                               2


         "Act" when used with respect to any Holder has the meaning specified in
Section 1.04.

         "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 authenticating agent appointed by the
Trustee pursuant to Section 6.14.

         "Board of Directors" means the board of directors of the Company or any
duly authorized committee of that board or any director or directors and/or
officer or officers of the Company to whom that board or committee shall have
duly delegated its authority.

         "Board Resolution" means (1) 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, or (2) a certificate signed by the director or directors and/or
officer or officers to whom the Board of Directors or any duly authorized
committee of that board shall have duly delegated its authority, in each case
delivered to the Trustee for the Securities of any series.

         "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
are authorized or required by law or executive order to be closed.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, 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 on such date.

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

         "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman or Vice
Chairman of the Board, the President or a Vice President (any reference to a
Vice President of the Company herein shall be deemed to include any Vice
President of the Company whether or not designated by a number or a word or
words added before or after the title "Vice President"), and by the Treasurer,
an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.

         "Consolidated Net Tangible Assets" will be defined as the aggregate
amount of assets included on a consolidated balance sheet of the Company and its
Restricted Subsidiaries, less applicable reserves and other properly deductible
items and after deducting therefrom (a) all current liabilities and (b) all
goodwill, trade names, trademarks, patents, unamortized debt



<PAGE>   10

                                                                               3


discount and expense and other like intangibles, all in accordance with
generally accepted accounting principles consistently applied.

         "Corporate Trust Office" of the Trustee means the principal corporate
trust office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office as of the date hereof
is located at 111 Wall Street, 14th Floor, New York, NY 10005, Attn: Citibank
Agency & Trust.

         "Covenant Defeasance Option" has the meaning specified in Section
14.02.

         "Defaulted Interest" has the meaning specified in Section 3.08.

         "Discharged" has the meaning specified in Section 14.02.

         "Eligible Guarantors" means Kerr-McGee Operating Corporation, a
Delaware corporation, and HS Resources, Inc., a Delaware corporation.

         "Event of Default" has the meaning specified in Article Five.

         "Funded Debt" means all indebtedness for money borrowed, or evidenced
by a bond, debenture, note or similar instrument or agreement whether or not for
money borrowed, having a maturity of more than 12 months from the date as of
which the amount thereof is being determined or having a maturity of less than
12 months but by its terms being renewable or extendible beyond 12 months from
such date at the option of the borrower.

         "Global Security" means a Security evidencing all or part of a series
of Securities, including, without limitation, any temporary or permanent Global
Securities.

         "Guarantee" has the meaning specified in Section 15.01.

         "Guarantor" has the meaning specified in Section 3.01.

         "Holder" means a Person in whose name a Security is registered in the
Security 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,
and shall include the form and terms of particular series of Securities
established as contemplated hereunder; provided, however, that if at any time
more than one Person is acting as Trustee under this instrument, "Indenture"
shall mean with respect to any one or more series of Securities for which such
Person is Trustee, this instrument as originally executed or as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of particular series of Securities for which such person is Trustee
established as contemplated by Section 3.01, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.


<PAGE>   11

                                                                               4


         "interest" when used with respect to non-interest bearing Securities
means interest payable after Maturity.

         "Interest Payment Date" means the Stated Maturity of an installment of
interest on the Security (in the case of an interest-bearing Security).

         "Legal Defeasance Option" has the meaning specified in Section 14.02.

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

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

         "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be counsel for the
Company.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof pursuant to Section 5.02.

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

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

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

                  (iii) Securities in exchange for or in lieu of which other
         Securities have been authenticated and delivered pursuant to this
         Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as


<PAGE>   12

                                                                               5


Outstanding if the pledgee established to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purpose shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of the acceleration of the
maturity thereof pursuant to Section 5.02.

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

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

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Principal Property" means any mineral producing property capable of
producing minerals in paying quantities and any manufacturing or refining plant
(together with the land upon which it is erected and fixtures comprising a part
thereof) located in the continental United States owned by the Company or any
Restricted Subsidiary, whether now owned or hereafter acquired (other than any
facility hereafter acquired for the control or abatement of atmospheric
pollutants or contaminants, water pollution, noise, odor or other pollution or
otherwise financed through the issuance of industrial revenue bonds or similar
types of financing) other than any such property or plant which, in the opinion
of the Board of Directors of the Company, is not of material importance to the
total business conducted by the Company and its Subsidiaries as a whole.

         "Redemption Date" when used with respect to any Security to be redeemed
means the date fixed for such redemption by or pursuant to the Board Resolution
establishing the series of Securities of which the Security to be redeemed is a
member.

         "Redemption Price" when used with respect to any Security to be
redeemed means the price at which it is to be redeemed pursuant to the Board
Resolution establishing the series of Securities of which the Security to be
redeemed is a member.

         "Regular Record Date" for the interest payable on any Interest Payment
Date (in the case of an interest-bearing Security) means such date or dates as
may be fixed for such purpose in the Board Resolution establishing the series of
Securities of which the Security is a member.

         "Responsible Officer" when used with respect to 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



<PAGE>   13

                                                                               6


President"), any Senior Trust Officer, any Trust Officer or any other officer or
assistant officer of the Trustee customarily performing functions similar to
those performed by any of the above-designated officers and also means, with
respect to a particular corporate trust matter, any other officer or assistant
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

         "Restricted Subsidiary" means any Subsidiary (a) which is designated a
Restricted Subsidiary by resolution of the Board of Directors, or (b) which owns
or leases any Principal Property, except that such term shall exclude any
Subsidiary the principal business of which is leasing assets, financing the sale
of products or holding the securities of other Subsidiaries.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this instrument, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this instrument and shall more particularly mean
Securities authenticated and delivered under this instrument, exclusive, however
of Securities of any series as to which such Person is not Trustee.

         "Security Register" and "Security Registrar", have the meanings
specified in Section 3.05.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.08.

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

         "Stockholders' Equity" means as of any particular time the aggregate of
capital, surplus and retained earnings of the Company and its consolidated
Subsidiaries, as shown in the most recent consolidated financial statements of
the Company and its consolidated Subsidiaries (including investments in and
advances to others, made by the Company and/or by one or more consolidated
Subsidiaries, at not more than cost), prepared in accordance with generally
accepted accounting principles.

         "Subsidiary" means a corporation at least a majority of the outstanding
Voting Stock of which is owned, directly or indirectly, by the Company or by one
or more Subsidiaries of the Company, or by the Company and one or more
Subsidiaries of the Company.

         "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; provided, however, that if at any
time there is more than one such person, "Trustee" as used with respect to the
Securities of any series shall mean only the Trustee with respect to Securities
of that series.


<PAGE>   14

                                                                               7


         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, as in force at the date as of which
this instrument was executed, except as provided in Section 9.03.

         "United States" means the United States excluding its territories and
possessions.

         "U.S. Depositary" means a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or any successor thereto, which
shall in either case be designated by the Corporation pursuant to Section 3.01,
until a successor U.S. Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "U.S. Depositary" shall
mean or include each Person who is then a U.S. Depositary hereunder, and if at
any time there is more than one such Person, "U.S. Depositary" as used with
respect to the Securities of any series shall mean the U.S. Depositary with
respect to the Securities of that series.

         "U.S. Government Obligations" has the meaning specified in Section
14.02.

         "Voting Stock" of a corporation means stock of the class or classes
having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).

         "Yield to Maturity" means the yield to maturity, calculated at the time
of issuance of a series of Securities or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.

         SECTION 1.02. 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 an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

         Every certificate (other than certificates provided pursuant to Section
10.06) 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;


<PAGE>   15

                                                                               8


                  (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.

         SECTION 1.03. 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
certified 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 of opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

         SECTION 1.04. Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of 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 6.01) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section.

         (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 the certificate of any 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


<PAGE>   16

                                                                               9


thereof. Where such execution is by an officer of a corporation or association
or a member of a partnership or an official of a public or governmental body, on
behalf of such corporate, association, partnership, or public or governmental
body or by a fiduciary, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution by any
Person 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 and in accordance with such reasonable rules as the Trustee may
determine.

         (c) The ownership of Securities shall be proved by the Security
Register.

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

         SECTION 1.05. Notices, etc., to Trustee and Company.

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

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if in writing and mailed,
         first-class postage prepaid, to the Trustee addressed to it at its
         Corporate Trust Office;

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder if in writing and mailed,
         first-class postage prepaid, to the Company addressed to it at
         Kerr-McGee Center, Oklahoma City, Oklahoma 73102, Attention: Secretary,
         or at any other address previously furnished in writing to the Trustee
         by the Company.

         SECTION 1.06. 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 Security Register, not later
than the latest date, and not earlier than the earliest date, 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


<PAGE>   17

                                                                              10


made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

         Section 1.07. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Section 310 through 317, inclusive, of the Trust Indenture Act
through the operation of Section 318(c) thereof, such imposed duties shall
control.

         SECTION 1.08. Effect of Headings and Table of Contents.

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

         SECTION 1.09. Successors and Assigns.

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

         SECTION 1.10. Separability Clause.

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

         SECTION 1.11. Benefits of Indenture.

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

         SECTION 1.12. Governing Law.

         This Indenture and the Securities shall be deemed to be contracts made
under the law of the State of New York and for all purposes shall be construed
in accordance with the law of said State.

         SECTION 1.13. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Security) payment of interest or
principal 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 or Redemption Date, or at the Stated Maturity, and no interest shall accrue
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.



<PAGE>   18

                                                                              11


         SECTION 1.14. Indenture and Securities Solely Corporate Obligations.

         No recourse for the payment of principal of or interest on any Security
or for any claim based on any Security or this Indenture shall be had against
any director or officer or stockholder, past, present or future, of the Company.
Any such claim against any such Person is expressly waived as a condition of,
and as consideration for, the execution and delivery of this Indenture and the
issue of the Securities.

         SECTION 1.15. No Security Interest Created.

         Nothing in this Indenture or in the Securities, 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.

                                  ARTICLE TWO

                                 SECURITY FORMS

         SECTION 2.01. Forms Generally. The Securities of each series shall be
in substantially such form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with any law or with any rules made pursuant
thereto or with any rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities.

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

         SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                            Citibank, N.A.,
                                                              as Trustee



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



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

<PAGE>   19

                                                                             12


         SECTION 2.03. Securities in Global Form. If any Security of a series is
issuable in global form, such Global Security may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee and in such manner as shall be specified in
such Global Security. Any instructions by the Company with respect to a Global
Security, after its initial issuance, shall be in writing but need not comply
with Section 1.02.

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.


                                 ARTICLE THREE

                                 THE SECURITIES

         SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,

                  (1) the title of the Securities of the series, including CUSIP
         Numbers (which shall distinguish the Securities of the series from all
         other Securities);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 3.05, 3.06, 3.07, 9.06 or
         11.03);

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

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, or the method by which such rate or rates shall be
         determined, if any, the date or dates from which such interest shall
         accrue, or the method by which such date or dates shall be determined,
         the interest payment dates on which such interest shall be payable and
         the record dates for the determination of Holders to whom interest is
         payable;

                  (5) the place or places, if any, in addition to or instead of
         the Corporate Trust Office of the Trustee, where the principal of (and
         premium, if any) and interest on Securities of the series shall be
         payable; the extent to which, or the manner in which, any interest
         payable on any Global Security on an Interest Payment Date will be
         paid, if other



<PAGE>   20

                                                                              13


         than in the manner provided in Section 3.07; and the manner in which
         any principal of, or premium, if any, on, any Global Security will be
         paid, if other than as set forth elsewhere herein;

                  (6) the price or prices at which, the period or periods within
         which and the terms and conditions upon which Securities of the series
         may be redeemed, in whole or in part, at the option of the Company,
         pursuant to any sinking fund or otherwise;

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

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

                  (9) if other than the principal amount thereof, the portion of
         the principal amount of Securities of the series which shall be payable
         upon declaration of acceleration of the maturity thereof pursuant to
         Section 5.02 or provable in bankruptcy pursuant to Section 5.03;

                  (10) any Events of Default with respect to the Securities of a
         particular series, if not set forth herein;

                  (11) the extent to which the defeasance provisions of this
         Indenture do not apply to the Securities of the series;

                  (12) whether the Securities of the series shall be issued in
         whole or in part in the form of one or more Global Securities and, in
         such case, the U.S. Depositary for such Global Security or Securities;
         the manner in which and the circumstances under which Global Securities
         representing Securities of the series may be exchanged for Securities
         in definitive form, if other than, or in addition to, the manner and
         circumstances specified in Section 3.07;

                  (13) the ranking of the Securities of such series, if other
         than on a parity with all other unsecured, unsubordinated indebtedness
         of the Company;

                  (14) provisions, if any, with regard to the conversion or
         exchange of the Securities of such series, at the option of the Holders
         thereof or the Company, as the case may be, for or into new Securities
         of a different series or common stock or other securities of the
         Company;

                  (15) which, if any, of the Eligible Guarantors shall guarantee
         the Securities on the terms set forth in Article Fifteen (each, a
         "Guarantor"); and

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



<PAGE>   21

                                                                              14


         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto.

         SECTION 3.02. Denominations. The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such
specification with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.

         SECTION 3.03. Authentication and Dating. At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication. Except as otherwise provided in this Article Three, the Trustee
shall thereupon authenticate and deliver said Securities to or upon the written
order of the Company, signed by the Chairman of the Board individually or by any
Vice President acting together with the Chief Financial Officer, Treasurer,
Chief Accounting Officer or any Assistant Treasurer. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

                  (1) a copy of any Board Resolution relating thereto and, if
         applicable, an appropriate record of any action taken pursuant to such
         resolution, in each case certified by the Secretary or an Assistant
         secretary of the Company;

                  (2) an executed supplemental indenture, if any;

                  (3) an Officers' Certificate; and

                  (4) an Opinion of Counsel which shall also state

                           (a) that the form of such Securities has been
                  established by or pursuant to a Board Resolution or by a
                  supplemental indenture as permitted by Section 2.01 in
                  conformity with the provisions of this Indenture;

                           (b) that the terms of such Securities have been
                  established by or pursuant to a Board Resolution or by a
                  supplemental indenture as permitted by Section 3.01 in
                  conformity with the provisions of this Indenture;

                           (c) that such Securities, when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in such Opinion
                  of Counsel, will constitute valid and legally binding
                  obligations of the Company, enforceable in accordance with
                  their terms, subject to bankruptcy, insolvency, reorganization
                  and other laws of general applicability relating to or
                  affecting the enforcement of creditors' rights and to general
                  equity principles; and

                           (d) that all laws and requirements in respect of the
                  execution and delivery by the Company of the Securities have
                  been complied with and that



<PAGE>   22

                                                                              15


                  authentication and delivery of the Securities by the Trustee
                  will not violate the terms of the Indenture.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

         Each Security shall be dated the date of its authentication.

         SECTION 3.04. Execution of Securities. The Securities shall be signed
in the name and on behalf of the Company by the manual or facsimile signatures
of the Chairman of the Board or its Vice Chairman or its President or one of its
Vice Presidents under its corporate seal (which may be printed, engraved or
otherwise reproduced thereon, by facsimile or otherwise), and attested by its
Treasurer or Secretary or one of its Assistant Treasurers or Assistant
Secretaries. Only such Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, executed by the
Trustee, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. Such certificate by the Trustee upon any Security
executed by the Company shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.

         In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
company by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.

         SECTION 3.05. Exchange and Registration of Transfer of Securities.
Securities of any series may be exchanged for a like aggregate principal amount
of Securities of the same series of other authorized denominations. Securities
to be exchanged shall be surrendered at the office or agency to be maintained by
the Company in the Borough of Manhattan, The City of New York, as provided in
Section 10.02. The Trustee is hereby appointed "Security Registrar" for the
purpose of the registration of Securities and of transfer of Securities in the
Security Register as herein provided. The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register for each series of Securities
issued hereunder (hereinafter collectively referred to as the "Security
Register") in which, subject to such reasonable regulations at it may prescribe,
the Company shall provide for the registration of Securities and the transfer of
Securities as in this Article Three provided. The Security Register shall be in
written form or in any other form capable of being converted into written form
within a reasonable time. Upon due presentment for registration of transfer of
any Security of any series at such office or agency, the Company shall execute
and the Trustee shall register, authenticate and deliver in the name of the
transferee or transferees a new Security or Securities of the same series for an
equal aggregate principal amount.



<PAGE>   23

                                                                              16


         All Securities presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Company or the Security
Registrar) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the registered Holder or his attorney duly
authorized in writing.

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

         The Company shall not be required to exchange or register the transfer
of (a) any Securities of any series for a period of 15 days next preceding any
selection of Securities of that series to be redeemed, or (b) any Securities
selected, called or being called for redemption except, in the case of any
Security to be redeemed in part, the portion thereof not so to be redeemed.

         SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities. In case
any temporary or definitive Security shall become mutilated or be destroyed,
lost or stolen, the Company in the case of a mutilated Security shall, and in
the case of a lost, stolen or destroyed Security may in its discretion, execute,
and upon its request the Trustee shall authenticate and deliver, a new Security
of the same series bearing a number, letter or other distinguished symbol not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen, or if any such Security shall have matured or shall be about to
mature, instead of issuing a substituted Security, the Company may pay or
authorize the payment of the same without surrender thereof (except in the case
of a mutilated Security). In every case the applicant for a substituted Security
shall furnish to the Company and to the Trustee such security or indemnity as
may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
to the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof.

         The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, 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 connected
therewith and in addition a further sum not exceeding two dollars for each
Security so issued in substitution.

         Every substituted Security issued pursuant to the provisions of this
Section 3.06 by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder. All Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and shall preclude
(to the extent lawful) any and all other rights or remedies with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.



<PAGE>   24

                                                                              17


         SECTION 3.07. Temporary Securities. Pending the preparation of
definitive Securities of any series the Company may execute and the Trustee
shall authenticate and deliver temporary Securities (printed or lithographed).
Temporary Securities shall be issuable in any authorized denomination and
substantially in the form of the definitive Securities but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company. Every such temporary Security shall be
executed by the Company and shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Securities. Without unreasonable delay the Company will execute
and deliver to the Trustee definitive Securities of such series and thereupon
any or all temporary Securities of such series may be surrendered in exchange
therefore, at the Corporate Trust Office of the Trustee, and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities. Such exchange shall be made
by the Company at its own expense and without any charge therefor except that in
case of any such exchange involving any registration of transfer the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

         If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with Section 3.03 and the Company Order with respect to such
series, authenticate and deliver one or more Global Securities in temporary or
permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Securities of such
series to be represented by one or more Global Securities, (ii) shall be
registered in the name of the U.S. Depositary for such Global Security or
Securities or the nominee of such depositary, and (iii) shall bear a legend
substantially to the following effect: "This Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary, unless and until this Security is exchanged in
whole or in part for Securities in definitive form" and such other legend as may
be required by the U.S. Depositary.

         Notwithstanding any other provision of this Section or Section 3.07,
unless and until it is exchanged in whole or in part for Securities in
definitive form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the U.S.
Depositary for such series to a nominee of such depositary or by a nominee of
such depositary to such depositary or another nominee of such depositary or by
such depositary or any such nominee to a successor U.S. Depositary for such
series or a nominee of such successor depositary.

         If at any time the U.S. Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for the Securities of such series or if at any time the U.S.
Depositary for Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor U.S. Depositary with respect to the Securities of such series. If a
successor U.S. Depositary for the Securities of such
<PAGE>   25

                                                                              18


series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, the Company will execute, and
the Trustee, upon receipt of a Company Order for the authentication and delivery
of definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

         The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such
event, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series in definitive
form and in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such
Global Security or Securities.

         If the Securities of any series shall have been issued in the form of
one or more Global Securities and if an Event of Default with respect to the
Securities of such series shall have occurred and be continuing, the Company
will promptly execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form and in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.

         If specified by the Company pursuant to Section 3.01 with respect to
Securities of a series, the U.S. Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange in whole
or in part for Securities of such series in definitive form on such terms as are
acceptable to the Company and such depositary. Thereupon, the Company shall
execute and the Trustee shall authenticate and deliver, without charge:

                  (1) to each Person specified by the U.S. Depositary a new
         Registered Security or Securities of the same series, of any authorized
         denomination as requested by such Person in an aggregate principal
         amount equal to and in exchange for such Person's beneficial interest
         in the Global Security; and

                  (2) to the U.S. Depositary a new Global Security in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Global Security and the aggregate principal
         amount of Securities delivered to Holders thereof.

         Upon the exchange of a Global Security in whole for Securities in
definitive form, such Global Security shall be cancelled by the Trustee.
Securities so issued in exchange for a Global Security shall be registered in
such names and in such authorized denominations as the U.S. Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Persons in whose names such Securities are so registered.

         SECTION 3.08. Payment of Interest; Interest Rights Preserved. Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall



<PAGE>   26

                                                                              19


be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date or within 30 days
thereafter (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered Holder on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which shall be not more than
         15 days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee of
         the notice of the proposed payment. The Trustee shall promptly notify
         the Company of such Special Record Date and, in the name and at the
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         mailed, first-class postage prepaid, to each Holder at his address as
         it appears in the Security Register not less than 10 days prior to such
         Special Record Date. The Trustee may, in its discretion, in the name
         and at the expense of the Company, cause a similar notice to be
         published at least once in a newspaper, customarily published in the
         English language on each Business Day and of general circulation in the
         Borough of Manhattan, The City of New York, but such publication shall
         not be a condition precedent to the establishment of such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been mailed as aforesaid,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Securities (or their respective Predecessor Securities) are registered
         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 Securities may be listed, and upon
         such notice as may be required by such exchange, if after notice given
         by the Company to the Trustee of the proposed payment pursuant to this
         clause, such manner of payment shall be deemed practicable by the
         Trustee.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall



<PAGE>   27

                                                                              20


carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

         SECTION 3.09. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee, the
Authenticating Agent and any agent of the Company or the Trustee may treat the
Person in whose name the Security is registered as the owner of such Security
for the purpose of receiving payment of principal of, and (subject to Section
3.08) interest on, such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee, the
Authenticating Agent nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         SECTION 3.10. Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Securities surrendered directly to the Trustee for any such
purpose shall be promptly cancelled by it. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in its customary manner.

         SECTION 3.11. Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any Series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

         SECTION 3.12. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities 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 Securities theretofore authenticated and
                  delivered (other than (i) Securities which have been
                  destroyed, lost or stolen and which have been

<PAGE>   28

                                                                              21

                  replaced or paid as provided in Section 3.06 and (ii)
                  Securities for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 10.03) have been
                  delivered to the Trustee for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i) have become due and payable, or

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

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

                  and 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 the purpose an amount sufficient to pay and
                  discharge the entire indebtedness on such Securities 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 Securities 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 6.07 and the obligations
of the Trustee to any Authenticating Agent under Section 6.14 shall survive such
satisfaction and discharge.

         SECTION 4.02. Application of Trust Money. All money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.


<PAGE>   29

                                                                              22



                                  ARTICLE FIVE

                                    REMEDIES

         SECTION 5.01. Events of Default.

         "Events of Default", wherever used herein with respect to Securities of
any series, means any one of the following events and such other events as may
be established with respect to the Securities of that series as contemplated by
Section 3.01 hereof (whatever the reasons for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (a) default in the payment of any installment of interest upon
         any Security of that series as and when the same shall become due and
         payable, and continuance of such default for a period of 30 days; or

                  (b) default in the payment of any of the principal of and
         premium, if any, on any Security of that series as and when the same
         shall become due and payable, either at Maturity, upon redemption, by
         declaration, repayment or otherwise; or

                  (c) default in the payment of any sinking fund installment as
         and when the same shall become due and payable by the terms of a
         Security of that series; or

                  (d) failure on the part of the Company or a Guarantor duly to
         observe or perform any other of the covenants or agreements on the part
         of the Company or a Guarantor in this Indenture (other than those set
         forth exclusively in the terms of any particular series of Securities
         established as contemplated in this Indenture) continued for a period
         of 60 days after the date on which written notice of such failure,
         requiring the Company or a Guarantor to remedy the same, shall have
         been given to the Company or a Guarantor by the Trustee, or to the
         Company or a Guarantor and the Trustee by the Holders of at least (i),
         in the case such failure is on the part of the Company, 25 percent in
         aggregate principal amount of the Securities at the time Outstanding or
         (ii), in the case such failure is on the part of a Guarantor, 25
         percent in aggregate principal amount of the Securities at the time
         Outstanding guaranteed hereunder by such Guarantor, and stating that
         such notice is a "Notice of Default" hereunder; or

                  (e) a court having jurisdiction in the premises shall enter a
         decree or order for relief in respect of the Company or a Guarantor in
         an involuntary case under any applicable bankruptcy, insolvency or
         other similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or similar
         official) of the Company or its property or of a Guarantor or its
         property, as the case may be, or ordering the winding-up or liquidation
         of its affairs and such decree or order shall remain unstayed and in
         effect for a period of 60 consecutive days;

                  (f) the Company or a Guarantor shall commence a voluntary case
         under any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or shall consent to the entry of an order for
         relief in an involuntary case under any such law, or shall consent to
         the appointment of or taking possession by a receiver, liquidator,

<PAGE>   30

                                                                              23


         assignee, trustee, custodian, sequestrator (or similar official) of the
         Company or its property or of a Guarantor or its property, as the case
         may be, or shall make any general assignment for the benefit of
         creditors, or shall fail generally to pay its debts as they become due;
         or

                  (g) a Guarantee of a Security of that Series ceases to be in
         full force and effect (other than in accordance with the terms of the
         Guarantee) or a Guarantor of a Security of that Series denies or
         disaffirms its obligations under the Guarantee.

         SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default described in clauses (a), (b), (c) or (g) or
established pursuant to Section 3.01 with respect to Securities of any series at
the time Outstanding occurs and is continuing, then and in each and every such
case, unless the principal of all the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less
than 25 percent in aggregate principal amount of the Securities of such series
then Outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by Holders), may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of such series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the
contrary notwithstanding. If an Event of Default described in clauses (d), (e)
or (f) in respect of the Company occurs and is continuing, then and in each and
every such case, unless the principal of all the Securities shall have already
become due and payable, either the Trustee or the Holders of not less than 25
percent in aggregate principal amount of all the Securities then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal amount (or, if any Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms thereof) of all the Securities then Outstanding hereunder
to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything in this Indenture or
in the Securities contained to the contrary notwithstanding. If an Event of
Default described in clauses (d), (e) or (f) in respect of a Guarantor occurs
and is continuing, then and in each and every such case, unless the principal of
all the Securities guaranteed hereunder by such Guarantor shall have already
become due and payable, either the Trustee or the Holders of not less than 25
percent in aggregate principal amount of all the Securities guaranteed hereunder
by such Guarantor then Outstanding, by notice in writing to the Company (and to
the Trustee if given by Holders), may declare the principal amount (or, if any
such Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms thereof) of all such
Securities to be due and payable immediately, and upon any such declaration the
same shall become and shall be immediately due and payable, anything in this
Indenture or in the Securities contained to the contrary notwithstanding. The
foregoing provisions are, however, subject to the condition that if, at any time
after the principal amount (or, if the Securities of that series are Original
Issue Discount Securities, such portion of the principal amounts as may be
specified in the terms of that series) of the Securities of any series (or of
all the Securities, as the case may be) shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon


<PAGE>   31

                                                                              24


all the Securities of such series (or of all the Securities, as the case may be)
and the principal of and premium, if any, on any and all Securities of such
series (or of all the Securities, as the case may be) which shall have become
due otherwise than by acceleration (with interest on overdue installments of
interest, to the extent that payment of such interest is enforceable under
applicable law, and on such principal and premium, if any, at the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) borne by the Securities of such series (or at the rates of interest
or Yields to Maturity of all the Securities, as the case may be), to the date of
such payment or deposit) and the reasonable expenses of the Trustee, and any and
all defaults under this Indenture, other than the nonpayment of principal of or
premium, if any, or accrued interest on Securities of such series (or of all the
Securities, as the case may be) which shall have become due by acceleration,
shall have been cured or waived pursuant to Section 5.08 -- then and in every
such case the Holders of a majority in aggregate principal amount of the
Securities of such series (or of all the Securities, as the case may be) then
Outstanding, by written notice to the Company and to the Trustee, may waive all
defaults with respect to that series (or with respect to all Securities, as the
case may be) and rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair any right consequent thereon.

         In case the Trustee or any Holder shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee or to such Holder, then and
in every such case the Company and the Trustee and the Holders shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company and the Trustee and the Holders shall
continue as though no such proceeding had been taken.

         SECTION 5.03. Payment of Securities on Default; Suit Therefor.

         The Company covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Securities of any series
as and when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the
payment of the principal of and premium, if any, on any of the Securities of any
series as and when the same shall become due and payable, whether at maturity of
the Securities of that series or upon redemption or by declaration, repayment or
otherwise -- then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the Holders of the Securities of that series, the
whole amount that then shall have become due and payable on all such Securities
of that series for principal and premium, if any, or interest, or both, as the
case may be, with interest upon the overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of interest at the rate or Yield to Maturity (in the case of
Original Issue Discount Securities) borne by the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to the
Trustee, its agents, attorneys and counsel, and any expenses or liabilities
incurred by the Trustee hereunder other than through its negligence or bad
faith.

         In case the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and


<PAGE>   32

                                                                              25


unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
any other obligor upon such Securities and collect in the manner provided by law
out of the property of the Company or any other obligor upon such Securities
wherever situated the moneys adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Securities of any
series under any applicable bankruptcy, insolvency or similar law, or in case a
receiver or trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon the Securities of any series, or
to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of any series shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 5.03 shall be entitled and empowered, by intervention
in such proceedings or otherwise, to file and prove a claim or claims for the
whole amount of principal (and premium, if any) and interest (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) owing
and unpaid in respect of the Securities of any series and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
of the Holders allowed in such judicial proceedings relative to the Company or
any other obligor on the Securities of any series, its or their creditors, or
its or their property, and to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute the same after the
deduction of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for compensation and expenses, including counsel fees incurred
by it up to the date of such distribution. To the extent that such payment of
reasonable compensation, expenses and counsel fees out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
moneys, securities and other property which the Holders of the Securities of any
series may be entitled to receive in such proceedings, whether in liquidation or
under any plan of reorganization or arrangement or otherwise.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the Holders of all
the Securities in respect of which such action was taken.

         SECTION 5.04. Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee under this Article Five shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:


<PAGE>   33

                                                                              26


                  FIRST: To the payment of costs and expenses of collection and
         reasonable compensation to the Trustee, its agents, attorneys and
         counsel, and of all other expenses and liabilities incurred, and all
         advances made, by the Trustee except as a result of its negligence or
         bad faith;

                  SECOND: In case the principal of the Outstanding Securities in
         respect of which such moneys have been collected shall not have become
         due and be unpaid, to the payment of interest on the Securities of that
         series, in the order of the maturity of the installments of such
         interest, with interest (to the extent that such interest has been
         collected by the Trustee) upon the overdue installments of interest at
         the rate or Yield to Maturity (in the case of Original Issue Discount
         Securities) borne by the Securities of that series, such payments to be
         made ratably to the persons entitled thereto;

                  THIRD: In case the principal of the outstanding Securities in
         respect of which such moneys have been collected shall have become due,
         by declaration or otherwise, to the payment of the whole amount then
         owing and unpaid upon the Securities of that series for principal and
         premium, if any, and interest, with interest on the overdue principal
         and premium, if any, and (to the extent that such interest has been
         collected by the Trustee) upon overdue installments of interest at the
         rate or Yield to Maturity (in the case of Original Issue Discount
         Securities) borne by the Securities of that series; and in case such
         moneys shall be insufficient to pay in full the whole amounts so due
         and unpaid upon the Securities of that series, then to the payment of
         such principal and premium, if any, and interest without preference or
         priority of principal and premium, if any, over interest, or of
         interest over principal and premium, if any, or of any installment of
         interest over any other installment of interest, or of any Security of
         that series over any other Security of that series, ratably to the
         aggregate of such principal and premium, if any, and accrued and unpaid
         interest.

Any surplus then remaining shall be paid to the Company.

         SECTION 5.05. Proceedings by Holders. No Holder of any Security of any
series shall have any right by virtue of or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than
25 percent in aggregate principal amount of the Securities of that series then
Outstanding, or, in the case of any Event of Default in respect of the Company
described in clause (d), (e) or (f) of Section 5.01, 25 percent in aggregate
principal amount of all Securities then Outstanding, or, in the case of any
Event of Default in respect of a Guarantor described in clause (d), (e) or (f)
of Section 5.01, 25 percent in aggregate principal amount of all Securities
guaranteed hereunder by such Guarantor then Outstanding, shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding, it being understood and intended,
and being expressly covenanted by the taker and Holder of every Security with
every other taker and Holder and the Trustee, that no one or more Holders shall


<PAGE>   34

                                                                              27


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 Holder, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all such
Holders.

         Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of and
premium, if any, and interest on such Security, on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates shall not be impaired or
affected without the written consent of such Holder.

         SECTION 5.06. Proceedings by Trustee. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem necessary to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

         SECTION 5.07. Remedies Cumulative and Continuing. All powers and
remedies given by this Article Five to the Trustee or to the Holders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any default occurring and continuing as aforesaid shall impair any
such right or power, or shall be construed to be a waiver of any such default or
an acquiescence therein; and, subject to the provisions of Section 5.05, every
power and remedy given by this Article Five or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Holders.

         SECTION 5.08. Direction of Proceedings and Waiver of Defaults by
Majority of Holders. The Holders of a majority in aggregate principal amount of
the Securities of all series at the time Outstanding shall have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series; provided, however, that
(subject to the provisions of Section 6.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith shall determine that the action or proceedings
so directed would involve the Trustee in personal liability. Subject to Section
5.02, the Holders of a majority in aggregate principal amount of the Securities
of that series at the time Outstanding may on behalf of the Holders of all of
the Securities of that series waive any past default or Event of Default
described in clauses (a), (b), (c) or (g) of Section 5.01, or any other Event of
Default for such series specified in the terms thereof as contemplated by
Section 3.01 (or, in the case of an event in respect of the Company specified in
clause (d), (e) or (f) of Section 5.01, the Holders of a majority in aggregate
principal amount of all the Securities then Outstanding may waive any such
default or Event of Default, or, in the case of an event in


<PAGE>   35

                                                                              28


respect of a Guarantor specified in clause (d), (e) or (f) of Section 5.01, the
Holders of a majority in aggregate principal amount of all the Securities
guaranteed hereunder by such Guarantor then Outstanding may waive any such
default or Event of Default), and its consequences except a default in the
payment of interest, or premium, if any, on, or the principal of any of the
Securities. Upon any such waiver the Company, the Trustee and the Holders of the
Securities of that series (or of all of the Securities, as the case may be)
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or Event of
Default hereunder shall have been waived as permitted by this Section 5.08, said
default or Event of Default shall for all purposes of the Securities of that
series and this Indenture be deemed to have been cured and to be not continuing.

         SECTION 5.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 5.09
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Holder of the Securities of any series or group of such Holders, holding in
the aggregate more than ten percent in principal amount of the Outstanding
Securities of that series (or, in the case of any suit relating to or arising
under clause (d), (e) or (f) of Section 5.01 in respect of the Company, ten
percent in principal amount of the aggregate Outstanding Securities, or, in the
case of any suit relating to or arising under clause (d), (e) or (f) of Section
5.01 in respect of a Guarantor, ten percent in principal amount of the aggregate
Outstanding Securities guaranteed hereunder by such Guarantor) or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or premium, if any, or interest on any Security against the Company on or after
the due date expressed in such Security.

                                  ARTICLE SIX

                                   THE TRUSTEE

         SECTION 6.01. Certain Duties and Responsibilities.

         (a) 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

                  (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 provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee shall

<PAGE>   36

                                                                              29


         be under a duty to examine the same to determine whether or not they
         substantially conform to the requirements of this Indenture.

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

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

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

                  (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 pursuant to Section 5.08 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.

         (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.

         SECTION 6.02. Notice of Defaults.

         Within 90 days after the occurrence of any default with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of that Series, as their names and addresses appear in the Security
Register, notice of all defaults with respect to that Series actually known to a
Responsible Officer of the Trustee, unless such defaults shall have been cured
or waived before the giving of such notice; provided, however, that, except in
the case of a default in the payment of the principal of or premium, if any, or
interest on any of the Securities of such series or in the making of any sinking
fund payment with respect to such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders; and provided, further, that in the case of any default
of the character specified in clause (d) of Section 5.01 no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.


<PAGE>   37

                                                                              30


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.

         SECTION 6.03. Certain Rights of Trustee.

         Except as otherwise provided in Section 6.01:

                  (a) the Trustee may conclusively rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture or other paper or document
         (whether in its original or facsimile form) 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 the counsel of its own
         selection and the advice of such counsel or any Opinion of Counsel
         shall be full and complete authorization and protection in respect of
         any action taken, suffered or omitted by it hereunder in good faith and
         in reliance thereon;

                  (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 satisfactory to it against the costs, expenses and
         liabilities which might be incurred by it in complying 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 or other paper or document, but the
         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books, records and premises of the
         Company, personally or by agent or attorney at the expense of the
         Company and shall incur no liability of any kind by reason of such
         inquiry or investigation;

                  (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;

                  (h) the Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or


<PAGE>   38

                                                                              31


         unless written notice of any event which is in fact such a default is
         received by the Trustee at the Corporate Trust Office of the Trustee,
         and such notice references the Securities and this Indenture; and

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

         SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, shall be taken as the statements of the
Company, and the Trustee and any Authenticating Agent assume no responsibility
for their correctness. The Trustee and any Authenticating Agent make no
representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

         SECTION 6.05. May Hold Securities.

         The Trustee, any Paying Agent, Security Registrar, Authenticating Agent
or any other agent of the Company or of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

         SECTION 6.06. Money Held in Trust.

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

         SECTION 6.07. 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 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 shall be determined by a court
         of competent jurisdiction to have been caused by its own negligence or
         willful misconduct; and

                  (3) to fully indemnify the Trustee, any predecessor Trustee
         and their agents for, and to hold them harmless against, any and all
         loss, liability, claim, damage or


<PAGE>   39

                                                                              32


         expense (including legal fees and expenses) incurred without negligence
         or willful misconduct on their part, arising out of or in connection
         with the acceptance or administration of this trust, including the
         costs and expenses of defending themselves against any claim or
         liability in connection with the exercise or performance of any of
         their powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium, if any) or interest on
Securities.

         SECTION 6.08. Disqualification; Conflicting Interests.

         The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the Trust Indenture Act. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded Securities
of any particular series of Securities other than that series.

         SECTION 6.09. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be

                  (1) a corporation organized and doing business under the laws
         of the United States of America, any state thereof, or the District of
         Columbia, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by Federal or State
         authority, or

                  (2) a corporation or other Person organized and doing business
         under the laws of a foreign government that is permitted to act as a
         Trustee pursuant to a rule, regulation, or other order of the
         Commission, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by authority of such
         foreign government or a political subdivision thereof substantially
         equivalent to supervision or examination applicable to United States
         institutional trustee,

         having a combined capital and surplus of at least $50,000,000 and
having its Corporate Trust Office in the Borough of Manhattan, the City of New
York, or such other city as contemplated by Section 3.01 with respect to any
series of Securities. If such corporation publishes reports of condition at
least annually, pursuant to law or to requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under the common control with the Company shall
serve as Trustee for the Securities. 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 hereunder specified in this
Article.


<PAGE>   40

                                                                              33


         SECTION 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 with respect to one or more or
all series of Securities by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

         (c) The Holders of a majority in aggregate principal amount of the
Securities of one or more series (each series voting as a class) or all series
at the time Outstanding may at any time remove the Trustee with respect to the
applicable series or all series, as the case may be, and by written notice of
such action to the Company, the Trustee and the successor Trustee, nominate with
respect to the applicable series or all series, as the case may be, a successor
Trustee which shall be deemed appointed as successor Trustee with respect to the
applicable series unless within ten days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Holder of
Securities of the applicable series who has been a bona fide holder of a
Security or the applicable series for at least six months may, subject to the
provisions of Section 5.09 on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to such series.

         (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 310(b) of
         the Trust Indenture Act pursuant to Section 6.08 hereof after written
         request therefor by the Company or by any Holder who has been a bona
         fide Holder of a Security for at least six months, unless the Trustee's
         duty to resign is stayed in accordance with the provisions of Section
         310(b) of the Trust Indenture Act, or

                  (2) the Trustee shall cease to be eligible under Section 6.09
         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 a decree
         or order for relief by a court having jurisdiction in the premises
         shall have been entered in respect of the Trustee in an involuntary
         case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or State, bankruptcy,
         insolvency or similar law; or a decree or order by a court having
         jurisdiction in the premises for the appointment of a receiver or
         custodian or liquidator or trustee or assignee in bankruptcy or
         insolvency of the Trustee or of its property, or for the winding up of
         its affairs shall have been entered, or

                  (4) the Trustee shall commence a voluntary case under the
         Federal bankruptcy laws, as now or hereafter constituted, or any other
         applicable Federal or State bankruptcy, insolvency or similar law, or
         shall consent to the appointment of a receiver or custodian or
         liquidator or trustee or assignee in bankruptcy or insolvency of it or
         of its property, or


<PAGE>   41

                                                                              34


         shall make an assignment for the benefit of creditors, or shall fail
         generally to pay its debts as they become due, or corporate action
         shall be taken by the Trustee in furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.09, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee 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, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee to the vacated office.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Securities of such series 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 Security
of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

         SECTION 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 charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 6.07. 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.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
predecessor Trustee and each successor


<PAGE>   42

                                                                              35


Trustee with respect to the Securities of any applicable series shall execute
and deliver an indenture supplemental hereto which shall contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees, co-trustees of the same trust and that
each trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such trustee.

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

         SECTION 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 of 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 Security shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

         SECTION 6.13. Preferential Collection of Claims Against Company.

         (a) Subject to Subsection (b) of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within three months prior to a default, as defined in Subsection (e) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities, as defined in
Subsection (c) of this Section:

                  (1) an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such three-month period
         and valid as against the Company and its other creditors, except any
         such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this Subsection, or from the
         exercise of any right of set-off which the Trustee could have exercised
         if a petition in bankruptcy had been filed by or against the Company
         upon the date of such default; and

                  (2) all property received by the Trustee in respect of any
         claim as such creditor, either as security therefor, or in satisfaction
         or composition thereof, or otherwise, after the beginning of such
         three-month period, or an amount equal to the


<PAGE>   43

                                                                              36


         proceeds of any such property, if disposed of, subject, however, to the
         rights, if any, of the Company and its other creditors in such property
         or such proceeds.

         Nothing herein contained, however, shall affect the right of the
         Trustee

                           (A) to retain for its own account (i) payments made
                  on account of any such claim by any Person (other than the
                  Company) who is liable thereon, and (ii) the proceeds of the
                  bona fide sale of any such claim by the Trustee to a third
                  Person, and (iii) distributions made in cash, securities or
                  other property in respect of claims filed against the Company
                  in bankruptcy or receivership or in proceedings for
                  reorganization pursuant to the Federal bankruptcy laws, as now
                  or hereafter constituted, or any other Federal or State
                  bankruptcy, insolvency or similar law;

                           (B) to realize, for its own account, upon any
                  property held by it as security for any such claim, if such
                  property was so held prior to the beginning of such
                  three-month period;

                           (C) to realize, for its own account, but only to the
                  extent of the claim hereinafter or mentioned, upon any
                  property held by it as security for any such claim, if such
                  claim was created after the beginning of such three-month
                  period and such property was received as security therefor
                  simultaneously with the creation thereof, and if the Trustee
                  shall sustain the burden of proving that at the time such
                  property was so received the Trustee had no reasonable cause
                  to believe that a default as defined in Subsection (c) of this
                  Section would occur within three months; or

                           (D) to receive payment on any claim referred to in
                  paragraph (B) or (C), against the release of any property held
                  as security for such claim as provided in paragraph (B) or
                  (C), as the case may be, to the extent of the fair value of
                  such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three-month period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Holders and the holders of other indenture securities
in such manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and
property in such


<PAGE>   44

                                                                              37


special account and before crediting to the respective claims of the Trustee and
the Holders and the holders of other indenture securities dividends on claims
filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
similar law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such
dividends and from funds and property so held in such special account. As used
in this paragraph, with respect to any claim, the term "dividends" shall include
any distribution with respect to such claim, in bankruptcy or receivership or
proceedings for reorganization pursuant to the Federal bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal or State bankruptcy,
insolvency or similar law, whether such distribution is made in cash,
securities, or other property, but shall not include any such distribution with
respect to the secured portion, if any, of such claim. The court in which such
bankruptcy, receivership or proceedings for reorganization is pending shall have
jurisdiction (i) to apportion between the Trustee and the Holders and the
holders of other indenture securities, in accordance with the provisions of this
paragraph, the funds and property held in such special account and proceeds
thereof, or (ii) in lieu of such apportionment, in whole or in part, to give to
the provisions of this paragraph due consideration in determining the fairness
of the distributions to be made to the Trustee and the Holders and the holders
of other indenture securities with respect to their respective claims, in which
event it shall not be necessary to liquidate or to appraise the value of any
securities or other property held in such special account or as security for any
such claim, or to make a specific allocation of such distributions as between
the secured and unsecured portions of such claims, or otherwise to apply the
provision of this paragraph as a mathematical formula.

         Any Trustee which has resigned or been removed after the beginning of
such three-month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such three-month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

                           (i) the receipt of property or reduction of claim,
                  which would have given rise to the obligation to account, if
                  such Trustee had continued as Trustee, occurred after the
                  beginning of such three-months period; and

                           (ii) such receipt of property or reduction of claim
                  occurred within three months after such resignation or
                  removal.

         (b) There shall be excluded from the operation of Subsection (a) of
this Section a creditor relationship arising from

                  (1) the ownership or acquisition of securities issued under
         any indenture, or any securities or securities having a maturity of one
         year or more at the time of acquisition by the Trustee;

                  (2) advances authorized by a receivership or bankruptcy court
         of competent jurisdiction, or by this Indenture, for the purpose of
         preserving any property which shall at any time be subject to the lien
         of this Indenture or of discharging tax liens or other prior liens or
         encumbrances thereon, if notice of such advances and of the
         circumstances


<PAGE>   45
                                                                              38


         surrounding the making thereof is given to the Holders at the time and
         in the manner provided in this Indenture;

                  (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

                  (4) an indebtedness created as a result of services rendered
         or premises rented; or an indebtedness created as a result of goods or
         securities sold in a cash transaction as defined in Subsection (c) of
         this Section;

                  (5) the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; or

                  (6) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptances or obligations which fall
         within the classification of self-liquidating paper as defined in
         Subsection (c) of this Section.

         (c) For the purpose of this Section only:

                  (1) The term "default" means any failure to make payment in
         full of the principal of or interest on any of the Securities or upon
         the other indenture securities when and as such principal or interest
         becomes due and payable.

                  (2) The term "other indenture securities" means securities
         upon which the Company is an obligor outstanding under any other
         indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section, and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account.

                  (3) The term "cash transaction" means any transaction in which
         full payment for goods or securities sold is made within seven days
         after delivery of the goods or securities in currency or in checks or
         other orders drawn upon banks or bankers and payable upon demand.

                  (4) The term "self-liquidating paper" means any draft, bill of
         exchange, acceptance or obligation which is made, drawn, negotiated or
         incurred by the Company for the purpose of financing the purchase,
         processing, manufacturing, shipment, storage or sale of goods, wares or
         merchandise and which is secured by documents evidencing title to,
         possession of, or a lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandise previously constituting the security, provided the security
         is received by the Trustee simultaneously with the creation of the
         creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation.

                  (5) The term "Company" means any obligor upon the Securities.




<PAGE>   46
                                                                              39



         SECTION 6.14. Appointment of Authenticating Agent.

         At any time when any of the Securities remain Outstanding the Trustee
may appoint an Authenticating Agent or Agents which shall be authorized to act
on behalf of the Trustee to authenticate Securities issued upon exchange,
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America, or of any State, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$1,500,000 and subject to supervision or examination by Federal or State
authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
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. In case 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 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 at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination 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 notice of such
appointment to all Holders, as their names and addresses appear on the Security
Register. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. 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 6.07.



<PAGE>   47
                                                                              40



         If an appointment is made pursuant to this Section, the Securities
shall have endorsed thereon, in addition to the Trustee's Certificate, an
alternate Trustee's Certificate in the following form:

         This is one of the Debentures described in the within-mentioned
Indenture.

                                            Citibank, N.A.,
                                                   as Trustee



                                            By
                                              ----------------------------------
                                                      Authenticating Agent



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




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



                                 ARTICLE SEVEN

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. Company to Furnish Trustee Names and Addresses of
Holders.

         The Company will furnish or cause to be furnished to the Trustee

                  (a) semi-annually, (and not more than 15 days after each
         Regular Record Date of each series of Securities having such a Regular
         Record Date), a list, in such form as the Trustee may reasonable
         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 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished,

excluding from any such list names and addresses received by the Trustee in the
capacity of Security Registrar if the Trustee is then acting in such capacity.

         SECTION 7.02. 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 7.01 and the names and
addresses of Holders received by the Trustee in the



<PAGE>   48
                                                                              41




capacity of Security Registrar if the Trustee is then acting in such capacity.
The Trustee may destroy any list furnished to it as provided in Section 7.01
upon receipt of a new list so furnished.

         (b) If three or more Holders (hereinafter referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt of
such application, at its election, either

                           (i) afford such applicants access to the information
                  preserved at the time by the Trustee in accordance with
                  Section 7.02(a), or

                           (ii) inform such applicants as to the approximate
                  number of Holders whose names and addresses appear in the
                  information preserved at the time by the Trustee in accordance
                  with Section 7.02(a), and as to the approximate cost of
                  mailing to such Holders the form of proxy or other
                  communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a), a copy of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Authenticating Agent nor any Paying Agent nor any Security Registrar
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders in accordance with Section 7.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 7.02(b).


<PAGE>   49
                                                                              42



         SECTION 7.03. Reports by Trustee.

         (a) Within 60 days after November 1 of each year commencing with the
year 2002, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report dated as of November 1
with respect to any of the following events which may have occurred within the
prior 12 months (but if no such event has occurred within such period no report
need be transmitted):

                  (1) any change to its eligibility under Section 6.09 and its
         qualifications under Section 6.08;

                  (2) the creation of any material change to a relationship
         specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
         Indenture Act;

                  (3) the character and amount of any advances (and if the
         Trustee elects so to state the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Debentures, on any
         property or funds held or collected by it as Trustee, except that the
         Trustee shall not be required (but may elect) to report such advances
         if such advances so remaining unpaid aggregate not more than 1/2 of 1%
         of the principal amount of the Outstanding Securities on the date of
         such report;

                  (4) any change to the amount, interest rate and maturity date
         of all other indebtedness owing by the Company (or by any other obligor
         on the Securities) to the Trustee in its individual capacity, on the
         date of such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in Section
         6.13(b)(2), (3), (4) or (6);

                  (5) any change to the property and funds, if any, physically
         in the possession of the Trustee as such on the date of such report;

                  (6) any additional issue of Securities which the Trustee has
         not previously reported; and

                  (7) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Securities, except action in respect of
         a default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 6.02.

         (b) The Trustee shall transmit by mail to all Holders, as their names
and addresses appear in the Security Register, a brief report with respect to
the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10%



<PAGE>   50
                                                                              43



or less of the principal amount of the Outstanding Securities at such time, such
report to be transmitted within 90 days after such time.

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

         SECTION 7.04. Reports by Company.

         The Company will

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of said Sections, then it will file with the Trustee
         and the Commission, in accordance with rules and regulations prescribed
         from time to time by the Commission, such of the supplementary and
         periodic information, documents and reports which may be required
         pursuant to Section 13 of the Securities Exchange Act of 1934 in
         respect of a security listed and registered on a National Securities
         Exchange as may be prescribed from time to time in such rules and
         regulations;

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

                  (3) transmit by mail to all Holders, as their names and
         addresses appear in the Security Registrar, within 30 days after the
         filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (1) and (2) of this Section as may be required by rules and
         regulations prescribed from time to time by the Commission.

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



<PAGE>   51
                                                                              44



                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE OR LEASE

         SECTION 8.01. Consolidations and Mergers of Company and Conveyances
Permitted Subject to Certain Conditions.

         The Company may consolidate with, or sell or convey all or
substantially all of its assets to, or merge with or into any other corporation,
provided that in any such case, (i) either the Company shall be the continuing
corporation, or the successor corporation shall be a corporation organized and
existing under the laws of the United States of America or a State thereof and
such successor corporation shall expressly assume the due and punctual payment
of the principal of and interest on all the Securities, according to their tenor
and the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) the Company or such successor corporation, as the
case may be, shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any such covenant or
condition.

         SECTION 8.02. Rights and Duties of Successor Corporation.

         In case of any such consolidation, merger, sale or conveyance and upon
any such assumption by the successor corporation, such successor corporation
shall succeed to and be substituted for the Company, with the same effect as if
it had been named herein as the Company, and the predecessor corporation shall
be relieved of any obligation under this Indenture and the Securities and, in
the event of such sale or conveyance may be dissolved and/or liquidated. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

         In case of any such consolidation, merger, sale or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

         SECTION 8.03. Securities to be Secured in Certain Events.

         If, after giving effect to any such consolidation or merger of the
Company with or into any other corporation, or after giving effect to any sale
or conveyance of the property of the Company as an entirety or substantially as
an entirety to any other corporation, the corporation


<PAGE>   52
                                                                              45



formed by or resulting or surviving therefrom or which shall have received such
property would have outstanding any Debt (as defined in Section 10.08) secured
by any Mortgage (as defined in Section 10.08) on any Principal Property, or on
any shares of stock or Debt (as defined in Section 10.08) of any Restricted
Subsidiary, which such Debt could not at such time be incurred by such
corporation under Section 10.08 without equally and ratably securing the
Securities, the Company, prior to such consolidation, merger, sale or
conveyance, will secure the Outstanding securities hereunder, equally and
ratably with (or prior to) the Debt (as defined in Section 10.08) secured by
such Mortgage.

         SECTION 8.04. Officers' Certificate and Opinion of Counsel.

         The Trustee, subject to the provisions of Section 6.01, shall be
provided with an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale or conveyance, and any such
assumption, complies with the provisions of this Article Eight.

         SECTION 8.05. Limitation on Lease of Properties as Entirety.

         The Company shall not lease its properties and assets substantially as
an entirety to any Person.

         SECTION 8.06. When Guarantors May Consolidate or Merge.

                  Except in the case of a Guarantor that is being disposed of in
its entirety to another Person, the Company will not permit any Guarantor to
consolidate with or merge with or into any Person unless:

                  (A) the resulting, surviving or transferee Person (if not a
         Guarantor or the Company) shall be a Person organized and existing
         under the laws of the jurisdiction under which such Guarantor was
         organized or under the laws of the United States of America, or any
         State thereof or the District of Columbia, and such Person shall
         expressly assume all the obligations of such Guarantor under each of
         its Guarantees hereunder;

                  (B) immediately after giving effect to such transaction or
         transactions, no default in the performance (i) by the Company of the
         covenants and conditions of this Indenture to be performed by the
         Company or (ii) by any Guarantor (including the resulting, surviving or
         transferee Person in such transaction or transactions) of the covenants
         and conditions of this Indenture to be performed by such Guarantor,
         shall have occurred and be continuing; and

                  (C) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation or merger, and, if applicable, the assumption by the
         resulting or surviving Person of such Guarantor's obligations under
         each of its Guarantees hereunder, complies with the Indenture.

                  If the conditions set forth in (A), (B) and (C) above are
otherwise satisfied, the consolidation or merger of any Guarantor with or into
any Person shall not be or be deemed to be a violation, default or breach by the
Company or any Guarantor of any of the provisions of Article XV hereof.



<PAGE>   53
                                                                              46



                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. Supplemental Indentures without Consent of Holders. The
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
for one or more of the following purposes:

                  (a) to evidence the succession of another corporation to the
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         hereunder; or

                  (b) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Securities any property or assets which the
         Company may desire or may be required to convey, transfer, assign,
         mortgage or pledge in accordance with the provisions of Section 8.03 or
         Section 10.08; or

                  (c) to add to the covenants of the Company such further
         covenants, restrictions or conditions for the protection of the Holders
         of all or any series of Securities (and if such covenants are to be for
         the benefit of less than all series of Securities stating that such
         covenants are expressly being included solely for the benefit of such
         series) as the Board of Directors of the Company and the Trustee shall
         consider to be for the protection of the Holders of such Securities,
         and to make the occurrence, or the occurrence and continuance, of a
         default in any of such additional covenants, restrictions or conditions
         a default or an Event of Default permitting the enforcement of all or
         any of the several remedies provided in this Indenture as herein set
         forth; provided, however, that in respect of any such additional
         covenant, restriction or condition 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 an immediate enforcement upon such default
         or may limit the remedies available to the Trustee upon such default;
         or

                  (d) to provide for the issuance under this Indenture of
         Securities in coupon form (including Securities registrable as to
         principal only) and to provide for exchangeability of such Securities
         with the Securities issued hereunder in fully registered form and to
         make all appropriate changes for such purpose; or

                  (e) to establish the form or terms of Securities of any series
         as permitted by Sections 2.01 and 3.01; or

                  (f) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, or to make such other



<PAGE>   54
                                                                              47



         provisions in regard to matters or questions arising under this
         Indenture which shall not adversely affect the interests of any Holder;
         or

                  (g) to evidence and provide for the acceptance of appointment
         hereunder by a successor trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one trustee,
         pursuant to the requirements of Section 6.11.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to, but may in its discretion, enter into
any such supplemental indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.

         SECTION 9.02. Supplemental Indentures with Consent of Holders. With the
consent (evidenced as provided in Section 1.04) of the Holders of not less than
50% in aggregate principal amount of the Outstanding Securities of all series
affected by such supplemental indenture (voting as one class), the Company, when
authorized by a Board Resolution, and the Trustee may from time to time and at
any time 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 any supplemental indenture or of
modifying in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of any Security, or
reduce the rate or change the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or make the principal thereof
or interest or premium thereon payable in any coin or currency other than that
provided in the Securities or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon an acceleration of
the Maturity thereof pursuant to Section 5.02 or the amount thereof provable in
bankruptcy pursuant to Section 5.03 or impair the right to institute suit for
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 of repayment, if any, at the option of the Holder without the consent
of the Holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the Holders of which are required to consent to any
such supplemental indenture, or the Holders of which are required for any waiver
(of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, without the
consent of the Holder of each Security so affected. A supplemental indenture
which changes or eliminates any covenant or other provision of this Indenture
which has expressly been included solely for the benefit of one or more
particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.



<PAGE>   55
                                                                              48



         Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Holders as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

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

         SECTION 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures. Any supplemental indenture executed pursuant to the
provisions of this Article Nine shall comply with the Trust Indenture Act of
1939, as then in effect. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Nine, this Indenture shall be deemed
to be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company, and the Holders shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

         SECTION 9.04. Notation on Securities. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Nine may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

         SECTION 9.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee.

         The Trustee, subject to the provisions of Section 6.01, shall be
provided with an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article Nine.

                                   ARTICLE TEN

                                    COVENANTS

         SECTION 10.01. Payment of Principal and Interest.

         The Company will duly and punctually pay the principal of, premium, if
any, and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

         SECTION 10.02. Maintenance of Office or Agency.



<PAGE>   56
                                                                              49



         The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be presented or surrendered for
payment and an office or agency where Securities may be surrendered for transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Corporate Trust Office of
the Trustee shall be such office of the Company in The City of New York, and the
Trustee shall be the agent of the Company for all of the foregoing purposes,
unless the Company shall designate and maintain some other office or agency for
such purposes and give the Trustee written notice of the location thereof. The
Company will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency in the Borough of Manhattan, The
City of New York, the Corporate Trust Office of the Trustee shall be
conclusively deemed to be the agency of the Company for all such purposes.

         SECTION 10.03. Money for Security 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 or premium, if any, or interest
on, any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal or 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, on
or prior to each due date of the principal of or interest on, any Securities,
deposit with a Paying Agent a sum sufficient to pay the principal or premium, if
any, or interest, so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such principal or premium, if any, or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

         The Company will cause each Paying Agent 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

                  (1) hold all sums held by it for the payment of the principal
         of or premium, if any, or interest on Securities in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities) in the making of any payment of
         principal or premium, if any, or interest; and

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

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



<PAGE>   57
                                                                              50



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, or then held
by the Company, in trust for the payment of the principal of or premium, if any,
or interest on any Security and remaining unclaimed for three years after such
principal or 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 Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

         SECTION 10.04. 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 Subsidiary or
upon the income, profits or property of the Company or any 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 Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         SECTION 10.05. Maintenance of Principal Properties.

         The Company will cause all Principal Properties to be maintained and
kept in good physical condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary physical 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 or restrict the
sale, abandonment or other disposition of any of such properties if such section
is, in the judgment of the Company, desirable in the conduct of the business of
the Company and its Subsidiaries as a whole.

         SECTION 10.06. Statement as to Default.

         The Company will deliver to the Trustee, on or before a date not more
than four months after the end of each fiscal year of the Company ending after
the date hereof, a statement (which shall not be deemed an Officers' Certificate
and need not conform with any of the provisions of



<PAGE>   58
                                                                              51



Section 1.02) signed by the principal executive officer, principal financial
officer or principal accounting officer of the Company and by the Treasurer or
the Secretary or any Assistant Treasurer or any Assistant Secretary the Company,
stating that in the course of the performance by the signers of their duties as
officers of the Company and based upon a review made under their supervision of
the activities of the Company during such year and of the Company's performance
under this Indenture they would normally obtain knowledge whether or not the
Company is in default in the performance of any covenant or agreement contained
herein, stating whether or not they have obtained knowledge that the Company is
in default in the performance of any such covenant or agreement, and if so,
specifying each such default of which the signers have knowledge and the nature
thereof. For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

         SECTION 10.07. Corporate Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Company
and any Subsidiary; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries as a whole.

         SECTION 10.08. Limitation on Secured Debt.

         The Company will not itself, and will not permit any Restricted
Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or
other similar evidences of indebtedness (such Notes, bonds, debentures or other
similar evidences of indebtedness being hereinafter in this Article called
"Debt"), secured by pledge of, or mortgage or other lien on, any Principal
Property owned or leased by the Company or any Restricted Subsidiary, or any
shares of stock or Debt of any Restricted Subsidiary (pledges, mortgages and
other liens being hereinafter in this Article called "Mortgage" or "Mortgages"),
without effectively providing that the Securities (together with, if the Company
shall so determine, any other Debt of the Company or such Restricted Subsidiary
then existing or thereafter created which is not subordinated to the Securities)
shall be secured equally and ratably with (or prior to) such secured Debt, so
long as such secured Debt shall be so secured, unless, after giving effect
thereto, the aggregate amount of all such secured debt (not including secured
Debt permitted to be secured under clauses (1) to (7) below) plus the aggregate
"value" (as defined in Section 10.09) of all sale and leaseback transactions (as
defined in Section 10.09 but not including sale and leaseback transactions the
proceeds of which have been or will be applied in accordance with Section
10.09(2)) would not exceed [5]% of Consolidated Net Tangible Assets; provided,
however, that this Section shall not apply to, and there shall be excluded from
secured Debt in any computation under this Section, Debt secured by:



<PAGE>   59
                                                                              52



                  (1) Mortgages on property of, or on any shares of stock or
         Debt of, the Company or a Restricted Subsidiary, existing on the date
         hereof;

                  (2) Mortgages on property of, or on any shares of stock or
         Debt of, any corporation existing at the time such corporation becomes
         a Restricted Subsidiary;

                  (3) Mortgages on property of a Restricted Subsidiary securing
         exclusively indebtedness of such Subsidiary owing to the Company or any
         other Restricted Subsidiary;

                  (4) Mortgages in favor of the United States of America, or any
         State or agency thereof or of any foreign country, or any agency,
         department or other instrumentality thereof, to secure progress,
         advance or other payments pursuant to any contract or provision of any
         statute;

                  (5) Mortgages on property, shares of stock or Debt existing at
         the time of acquisition thereof (including acquisition through merger
         or consolidation) or to secure the payment of all or any part of the
         purchase price or construction cost thereof or to secure any Debt
         incurred prior to, at the time of, or within 24 months after, the
         acquisition of such property or shares or Debt or the completion of any
         such construction for the purpose of financing all or any part of the
         purchase price or construction cost thereof;

                  (6) Mortgages on property of the Company or a Restricted
         Subsidiary to secure the payment of all or any part of the costs of
         exploration, drilling, mining, or development thereof for the purpose
         of increasing the production and sale or other disposition of oil, gas
         or other minerals or any indebtedness incurred to provide funds for all
         or any such purposes; and

                  (7) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), as a whole or in part, of any
         Mortgage referred to in the foregoing clauses (1) to (6), inclusive;
         provided, that (i) such extension, renewal or replacement Mortgage
         shall be limited to all or a part of the same property, shares of stock
         or Debt that secured the Mortgage extended, renewal or replaced (plus
         improvements on such property) and (ii) the Debt secured by such
         Mortgage at such time is not increased.

         For purposes of this Section 10.08, the sale or other transfer of any
interest in property of the character commonly referred to as a "production
payment" shall not be deemed to create secured Debt.

         SECTION 10.09. Limitation on Sales and Leasebacks.

         The Company will not itself, and it will not permit any Restricted
Subsidiary to, enter into any arrangement with any bank, insurance company or
other lender or investor (not including the Company or any Restricted
Subsidiary) or to which any such lender or investor is a party, providing for
the leasing by the Company or any such Restricted Subsidiary for a period,
including renewals, in excess of three years of any Principal Property owned or
leased by the Company or such Restricted Subsidiary which has been or is to be
sold or transferred, more than 120 days after the completion of construction and
commencement of full operation thereof, by



<PAGE>   60
                                                                              53



the Company or any such Restricted Subsidiary to such lender or investor or to
any person to whom funds have been or are to be advanced by such lender or
investor on the security of such Principal Property (herein referred to as a
"sale and leaseback transaction") unless either:

                  (1) the Company or such Restricted Subsidiary could create
         Debt secured by a Mortgage pursuant to Section 10.08 on the Principal
         Property to be leased back equal in amount to the amount realized or to
         be realized upon such sale and leaseback transaction without equally
         and ratably securing the Securities, or

                  (2) the Company, within 120 days after the sale or transfer
         shall have been made by the Company or by any such Restricted
         Subsidiary, applies an amount equal to the value of the Principal
         Property so sold and leased back at the time of entering into such
         arrangement to the retirement of Funded Debt of the Company; provided,
         that the amount to be applied to the retirement of Funded Debt of the
         Company shall be reduced by (a) the principal amount of any Securities
         delivered within 120 days after such sale to the Trustee for retirement
         and cancellation, and (b) the principal amount of Funded Debt, other
         than Securities, voluntarily retired by the Company within 120 days
         after such sale. Notwithstanding the foregoing, no retirement referred
         to in this clause (2) may be effected by payment at maturity or
         pursuant to any mandatory sinking fund payment or any mandatory
         prepayment provision.

         As used in this Section 10.09, the term "value" shall mean, with
respect to a sale and leaseback transaction, as of any particular time an amount
equal to the greater of (i) the net proceeds of sale of the property leased
pursuant to such sale and leaseback transaction, or (ii) the fair value of such
property at the time of entering into such sale and leaseback transaction as
determined by the Board of Directors, in each case multiplied by a fraction of
which the numerator is the number of full years of remaining term of the lease
(without regard to renewal options) and the denominator is the full years of the
full term of the lease (without regard to renewal options).

         It is understood that transactions entered into pursuant to Section
168(f)(8) of the Internal Revenue Code, as amended, are not Debt secured by a
Mortgage within the meaning of Section 10.08 or sale and leaseback transactions
prohibited by this Section 10.09.

         SECTION 10.10. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 10.04, 10.05 and 10.07 through 10.09
or any covenant added for the benefit of any series of Securities as
contemplated by Section 3.01, if before or after the time for such compliance
the Holders of at least a majority in principal amount of the Securities at the
time Outstanding shall, by Act of such Holders, waive such compliance in such
instance, 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.




<PAGE>   61
                                                                              54



         SECTION 10.11. Calculation of Original Issue Discount.

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

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         SECTION 11.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

         SECTION 11.02. Notice of Redemption; Selection of Securities. In case
the Company shall desire to exercise the right to redeem all, or, as the case
may be, any part of the Securities of any series in accordance with their terms,
it shall fix a date for redemption and shall mail or cause to be mailed a notice
of such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the Holders of Securities of such series so to be redeemed as
a whole or in part at their last addresses as the same appear on the Security
Register. Such mailing shall be by first class mail. The notice if mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the Holder of any Security of
a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

         Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which Securities of such series are to be
redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities, that any interest accrued to the
date fixed for redemption will be paid as specified in said notice, and that on
and after said date any interest thereon or on the portions thereof to be
redeemed will cease to accrue. If less than all the Securities of a series are
to be redeemed the notice of redemption shall specify the numbers of the
Securities of that series to be redeemed. In case any Security of a series is to
be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Security, a new Security
or Securities of that series in principal amount equal to the unredeemed potion
thereof will be issued.

         On or before the redemption date specified in the notice of redemption
given as provided in this Section 11.02, the Company will deposit with the
Trustee or with one or more paying agents an amount of money sufficient to
redeem on the redemption date all the Securities or portions thereof so called
for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption.

         If all or less than all the Securities of a series are to be redeemed
the Company will give the Trustee notice not less than 60 days prior to the
redemption date as to the aggregate principal amount of Securities to be
redeemed and the Trustee shall select, in such manner as in its sole



<PAGE>   62
                                                                              55



discretion it shall deem appropriate, the Securities of that series or portions
thereof (in multiples of $1,000, except as otherwise set forth in the applicable
form of Security) to be redeemed.

         SECTION 11.03. Payment of Securities Called for Redemption. If notice
of redemption has been given as provided in Section 11.02 or Section 12.03, the
Securities or portions of Securities of the series with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price, together
with any interest accrued to the date fixed for redemption, and on and after
said date (unless the Company shall default in the payment of such Securities at
the applicable redemption price, together with any interest accrued to said
date) any interest on the Securities or portions of Securities of any series so
called for redemption shall cease to accrue. On presentation and surrender of
such Securities at a place of payment in said notice specified, the said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with any interest accrued
thereon to the date fixed for redemption.

         Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of such
series, of authorized denominations, in principal amount equal to the unredeemed
portion of the Security so presented.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         SECTION 12.01. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment".

         SECTION 12.02. Satisfaction of Mandatory Sinking Fund Payments with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Company may at
its option (a) deliver to the Trustee Securities of that series theretofore
purchased or otherwise acquired by the Company, or (b) receive credit for the
principal amount of Securities of that series which have been previously
delivered by the Trustee to the Company which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.



<PAGE>   63
                                                                              56



         SECTION 12.03. Redemption of Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee a certificate signed by the Treasurer or
any Assistant Treasurer of the Company specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering or crediting
Securities of that series pursuant to Section 12.02 (which Securities will, if
not previously delivered, accompany such certificate) and whether the Company
intends to exercise its right to make a permitted optional sinking fund payment
with respect to such series. Such certificate shall also state that no Event of
Default has occurred and is continuing with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate (or to deliver the Securities
specified in this paragraph), the sinking fund payment due on the next
succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Securities
subject to a mandatory sinking fund payment without the option to deliver or
credit Securities as provided in Section 12.02 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Securities of any particular series shall be
applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date following the date of such payment) to the redemption
of such Securities at the Redemption Price specified in such Securities for
operation of the sinking fund together with accrued interest to the date fixed
for redemption. Any sinking fund moneys not so applied or allocated by the
Trustee to the redemption of Securities shall be added to the next cash sinking
fund payment received by the Trustee for such series and, together with such
payment, shall be applied in accordance with the provisions of this Section
12.03. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee on the last sinking fund payment date with
respect to Securities of such series and not held for the payment or redemption
of particular Securities shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment
of the principal of the Securities of that series at maturity.

         The Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in the last paragraph of
Section 11.02 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 11.02 except that the notice of
redemption shall also state that the Securities are being redeemed by operation
of the sinking fund. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
11.03.

         On or before each sinking fund payment date, the Company shall pay to
the Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking fund
payment date pursuant to this Section.



<PAGE>   64
                                                                              57



         The Trustee shall not redeem any Securities of a series with sinking
fund moneys or mail any notice of redemption of such Securities by operation of
the sinking fund for such series during the continuance of a default in payment
of interest on such Securities or of any Event of Default (other than an Event
of Default occurring as a consequence of this paragraph) with respect to such
Securities, except that if the notice of redemption of any such Securities shall
theretofore have been mailed in accordance with the provisions hereof, the
Trustee shall redeem such Securities if cash sufficient for that purpose shall
be deposited with the Trustee for that purpose in accordance with the terms of
this Article. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of such
Securities; provided, however, that in case such Event of Default or default
shall have cured or waived as provided herein, such moneys shall thereafter be
applied on the next sinking fund payment date for such Securities on which such
moneys may be applied pursuant to the provisions of this Section.

                                ARTICLE THIRTEEN

                                HOLDERS' MEETINGS

         SECTION 13.01. Purposes of Meetings. A meeting of Holders of Securities
of any or all series may be called at any time and from time to time pursuant to
the provisions of this Article for any one or more of the following purposes.

                  (1) to give any notice to the Company or to the Trustee, or to
         give any directions to the Trustee, or to consent to the waiving of any
         default hereunder and its consequences, or to take any other action
         authorized to be taken by Holders pursuant to any of the provisions of
         Article Five;

                  (2) to remove the Trustee and appoint a successor trustee
         pursuant to the provisions of Article Six;

                  (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 9.02; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the Holders of any specified aggregate principal amount of
         the Securities of any or all series, as the case may be, under any
         other provision of this Indenture or under applicable law.

         SECTION 13.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Holders of Securities of any or all series to take any action
specified in Section 13.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the Holders of Securities of any or all series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed not less than 20
nor more than 60 days prior to the date fixed for the meeting to Holders of
Securities of each series affected.

         SECTION 13.03. Call of Meetings by Company or Holders.



<PAGE>   65
                                                                              58



         In case at any time the Company, pursuant to a Board Resolution, or the
Holders of not less than 10% in aggregate principal amount of the Outstanding
Securities of any or all series, as the case may be, shall have requested the
Trustee to call a meeting of Holders of Securities of all series, if they hold
not less than 10% of all Outstanding Securities, or a meeting of Holders of
Outstanding Securities of the series of which they hold not less than 10%, to
take any action authorized in Section 13.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or the Holders in the amount above
specified may determine the time and the place for such meeting and may call
such meeting to take any action authorized in Section 13.01 by mailing notice
thereof as provided in Section 13.02.

         SECTION 13.04. Qualifications for Voting.

         To be entitled to vote at any meeting of Holders, a Person shall be a
Holder at the close of business two Business Days prior to such meeting of one
or more Securities with respect to which such meeting is being held or be a
Person appointed by an instrument in writing as proxy by such a Holder. The only
Persons who will be entitled to be present or to speak at any meeting of Holders
shall be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         SECTION 13.05. Regulations.

         Notwithstanding any other provision of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to the appointment of proxies, the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in
the manner specified in Section 1.04 and the appointment of any proxy shall be
proved in the manner specified in said Section 1.04; provided, however, that
such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
hereinbefore or in said Section 1.04 specified.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or the Holders as provided in Section 13.03, in which case the Company
or the Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting may be elected by vote of the Holders of a majority in principal
amount of the Securities with respect to which such meeting is being held
represented at the meeting and entitled to vote.

         At any meeting each Holder or proxy shall be entitled to one vote for
each $1,000 principal amount of Securities with respect to which such meeting is
being held or represented by him and Outstanding (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Outstanding"); provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not Outstanding



<PAGE>   66
                                                                              59



and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Securities held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Holders. Any meeting of Holders duly called pursuant
to the provisions of Section 13.02 or 13.03 may be adjourned from time to time
by vote of the Holders (or proxies for such Holders) of a majority of the
Securities with respect to which such meeting is being held represented at the
meeting, and entitled to vote, and the meeting may be held as so adjourned
without further notice.

         Notwithstanding anything in this Section to the contrary, at any
meeting of Holders, the presence of Persons holding or representing Securities
with respect to which such meeting is being held in an aggregate principal
amount sufficient under the appropriate provision of this Indenture to take
action on any business for the transaction of which such meeting was called
shall constitute a quorum, but, if less than a quorum is present, the Persons
holding or representing a majority in aggregate principal amount of such
Securities represented at the meeting may adjourn such meeting with the same
effect, for all intents and purposes, as though a quorum had been present.

         SECTION 13.06. Voting.

         The vote upon any resolution submitted to any meeting of Holders of
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signature of such Holders or proxies
and the serial number or numbers and the principal amounts of the Securities
held or represented by them. The chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 13.02. The record shall be signed and
verified by the affidavits of the chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the Trustee
to be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         SECTION 13.07. Revocation by Holders.

         At any time prior to (but not after) the evidencing to the Trustee, in
the manner provided in Section 1.04, of the taking of any action by the Holders
of the percentage in aggregate principal amount of the Securities specified in
this Indenture in connection with such action, any Person who is the Holder of a
Security the serial number of which is included in the Securities, the Holders
of which have consented to such action may, by filing written notice with the
Trustee at the Corporate Trust Office and upon proof of holding as provided in
Section 1.04, revoke such consent so far as concerns such Security, or if such
Security is a Predecessor Security, so far as concerns the portion of such
Security of which such Persons is the Holder.



<PAGE>   67
                                                                              60



Except as aforesaid any such consent given by the Holder of any Security shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of such Security and of any Security issued in exchange therefor or in
lieu thereof, irrespective of whether or not any notation in regard thereto is
made upon such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the Holders of all the Securities.

         SECTION 13.08. No Delay.

         Nothing in this Article contained shall be deemed or construed to
require any delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to the Holders under any of the provisions of this
Indenture or of the Securities by reason of any call of a meeting of Holders or
any rights expressly or impliedly conferred hereunder to make such call.

         SECTION 13.09. Action by Holders. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Holders in person or by agent or proxy appointed in writing, or
(b) by the record of such Holders voting in favor thereof at any meeting of such
Holders duly called and held in accordance with the provisions of this Article
Thirteen, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of such Holders.

                                ARTICLE FOURTEEN

                                   DEFEASANCE


         SECTION 14.01. Applicability of Article. The provisions of this Article
shall be applicable to Securities of a series except as otherwise specified
pursuant to Section 3.01 for Securities of such series.

         SECTION 14.02. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations. At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
Securities of any series ("Legal Defeasance Option") or (b) the Company shall
cease to be under any obligation to comply with any term, provision or condition
set forth in Sections 8.01, 8.03, 10.04, 10.05, 10.08 and 10.09 with respect to
Securities of any series (and, if so specified pursuant to Section 3.01, any
other obligation of the Company or restrictive covenant added for the benefit of
such series pursuant to Section 3.01) ("Covenant Defeasance Option") at any time
after the applicable conditions set forth below have been satisfied:

                  (1) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Securities of such series (i) money in an



<PAGE>   68
                                                                              61



         amount, or (ii) U.S. Government Obligations (as defined below) which
         through the payment of interest and principal in respect thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment, money in an amount, or (iii) a combination
         of (i) and (ii), sufficient, in the opinion (with respect to (i) and
         (ii)) of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge each installment of principal (including any
         mandatory sinking fund payments) of and premium, if any, and interest
         on, the Outstanding Securities of such series on the dates such
         installments of interest or principal and premium are due;

                  (2) such deposit shall not cause the Trustee with respect to
         the Securities of that series to have a conflicting interest as defined
         in Section 6.08 and for purposes of the Trust Indenture Act with
         respect to the Securities of any series;

                  (3) such deposit will not result in a breach or violation of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (4) no Event of Default or event (including such deposit)
         which, with notice or lapse of time or both, would become an Event of
         Default with respect to the Securities of such series shall have
         occurred and be continuing on the date of such deposit and, with
         respect to the legal defeasance option only, no Event of Default under
         Section 5.01(e) or Section 5.01(f) or event which with the giving of
         notice or lapse of time, or both, would become an Event of Default
         under Section 5.01(e) or Section 5.01(f) shall have occurred and be
         continuing on the 91st day after such date; and

                  (5) the Company shall have delivered to the Trustee an Opinion
         of Counsel or a ruling from the Internal Revenue Service to the effect
         that the Holders of the Securities of such series will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such deposit, defeasance or Discharge.

         Notwithstanding the foregoing, if the Company exercises its covenant
defeasance option and an Event of Default under Section 5.01(e) or Section
5.01(f) or event which with the giving of notice or lapse of time, or both,
would become an Event of Default under Section 5.01(e) or Section 5.01(f) shall
have occurred and be continuing on the 91st day after the date of such deposit,
the obligations of the Company referred to under the definition of covenant
defeasance option with respect to such Securities shall be reinstated.

         "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities of such series to receive,
from the trust fund described in clause (1) above, payment of the principal of
(and premium, if any) and interest on such Securities when such payments are
due, (B) the Company's obligations with respect to the Securities of such series
under Sections 3.05, 3.06, 3.07, 10.02 and 14.03 and to the Trustee under
Section 6.07 and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder.



<PAGE>   69
                                                                              62



         "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States for the payment of which its full faith and
credit is pledged, or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.

         SECTION 14.03. Deposited Moneys and U.S. Government Obligations to Be
Held in Trust. All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to Section 14.02 in respect of Securities of a series shall be
held in trust and applied by it, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon for principal (and premium, if any) and interest, if any, but
such money need not be segregated from other funds except to the extent required
by law.

         SECTION 14.04. Repayment to Company. The Trustee and any Paying Agent
shall promptly pay or return to the Company upon Company Request any moneys or
U.S. Government Obligations held by them at any time that are not required for
the payment of the principal of (and premium, if any) and interest on the
Securities of any series for which money or U.S. Government Obligations have
been deposited pursuant to Section 14.02.

         The provisions of the last paragraph of Section 10.03 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government Obligations have been deposited pursuant to
Section 14.02.

                                 ARTICLE FIFTEEN

                                   GUARANTEES

         SECTION 15.01. Guarantees. Each Guarantor of a particular series of
Securities hereby unconditionally guarantees (each such guarantee to be referred
to herein as a "Guarantee"), jointly and severally with each other Guarantor of
the Securities of that series, if any, to each Holder of such Securities
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
such Securities or the obligations of the Company hereunder or thereunder, (i)
the due and punctual payment of the principal of and any premium or interest on
such Securities, whether at maturity or on an interest payment date, by
acceleration, pursuant to an offer to purchase such Securities or otherwise, and
interest on the overdue principal of and interest, if any, on such Securities,
if lawful, and all other obligations of the Company to the Holders of such
Securities or the Trustee



<PAGE>   70
                                                                              63



hereunder or thereunder shall be promptly paid in full, all in accordance with
the terms hereof and thereof including all amounts payable to the Trustee under
Section 6.07 hereof, and (ii) in case of any extension of time of payment or
renewal of any such Securities or any of such other obligations, the same shall
be promptly paid in full when due or to be performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.

         If the Company fails to make any payment when due of any amount so
guaranteed for whatever reason, each Guarantor of the Securities of that series
shall be obligated, jointly and severally with each other such Guarantor, if
any, to pay the same immediately. Each Guarantor hereby agrees that its
obligations hereunder shall be continuing, absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or
enforceability of the Securities, this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities or the
Trustee with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of such Guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, demand of performance, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, the benefit of discussion, protest, notice
and all demand whatsoever and covenants that its Guarantee shall not be
discharged except by complete performance of the obligations contained in the
Securities guaranteed by such Guarantee, in this Indenture and in this Article
Fifteen. If any Holder of Securities of a series guaranteed hereby or the
Trustee is required by any court or otherwise to return to the Company or any
Guarantor of such Securities, or any custodian, trustee, liquidator or other
similar official acting in relation to the Company or any Guarantor of such
Securities, any amount paid by the Company or any Guarantor of such Securities
to the Trustee or such Holder, this Article Fifteen, to the extent theretofore
discharged with respect to any Guarantee of such Securities, shall be reinstated
in full force and effect. Each Guarantor agrees that it shall not be entitled to
any right of subrogation in relation to the Holders of Securities of a series
guaranteed hereby by such Guarantor in respect of any obligations guaranteed
hereby by such Guarantee until payment in full of all such obligations. Each
Guarantor further agrees that, as between such Guarantor, on the one hand, and
the Holders of Securities of a series guaranteed hereby by such Guarantor and
the Trustee on the other hand, (i) the maturity of the obligations guaranteed
hereby by such Guarantee may be accelerated as provided in Article Five hereof
for the purposes of such Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby and (ii) in the event of any acceleration of such obligations
as provided in Article Five hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by such Guarantor, jointly and
severally with any other Guarantor of such Securities, for the purpose of this
Article Fifteen. In addition, without limiting the foregoing, upon the
effectiveness of an acceleration under Article Five, the Trustee may make a
demand for payment on the Securities under any Guarantee thereof not discharged.

         With respect to each Guarantee by a Guarantor, such Guarantor shall be
subrogated to all rights of the Holder of any Securities guaranteed hereby by
such Guarantee against the Company in respect of any amounts paid to such Holder
by such Guarantor pursuant to the provisions of such Guarantee; provided that
such Guarantor shall not be entitled to enforce, or to receive any



<PAGE>   71
                                                                              64



payments arising out of or based upon, such right of subrogation until the
principal of and interest on all such Securities shall have been paid in full.

         The Guarantees provided in this Section 15.01 shall not be valid or
become obligatory for any purpose with respect to a Security until the
certificate of authentication on such Security shall have been signed by the
Trustee or any duly appointed agent.

         SECTION 15.02. Obligations of the Guarantor Unconditional. Nothing
contained in this Article Fifteen or elsewhere in this Indenture or in any
Security is intended to or shall impair, as between a Guarantor and the Holders
of the Securities guaranteed by such Guarantor's Guarantee, the obligations of
such Guarantor, which are absolute and unconditional, to pay to such Holders the
principal of and interest on such Securities as and when the same shall become
due and payable in accordance with the provisions of such Guarantee or is
intended to or shall affect the relative rights of such Holders and creditors of
such Guarantor, nor shall anything herein or therein prevent the Trustee or any
such Holder from exercising all remedies otherwise permitted by applicable law
upon Default under this Indenture in respect of cash, property or securities of
such Guarantor received upon the exercise of any such remedy;

         Upon any distribution of assets of a Guarantor referred to in this
Article Fifteen, the Trustee, subject to the provisions of Sections 6.01 and
6.03, and the Holders of the Securities guaranteed hereby by such Guarantor
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other person making any distribution to the Trustee or to
such Holders, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of other indebtedness of such
Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Fifteen.

         SECTION 15.03. Article Fifteen Not To Prevent Events of Default. The
payment of principal or interest on the Securities of any series by reason of
any provision in this Article Fifteen shall not be construed as preventing the
occurrence of an Event of Default.

         SECTION 15.04. Execution and Delivery of Guarantee. To evidence a
Guarantee, the Guarantor shall endorse a Guarantee Notation, substantially in
the form of Exhibit A hereto, on each Security authenticated and delivered by
the Trustee that is guaranteed by such Guarantee.

         Each Guarantor hereby agrees that its Guarantee shall remain in full
force and effect notwithstanding any failure to endorse the Guarantee Notation
on each such Security.

         If an officer whose signature is on the Securities guaranteed hereby no
longer holds that office at the time the Trustee authenticates the Security on
which a notation of a Guarantee is endorsed, such Guarantee shall be valid
nevertheless.

         The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of each Guarantee thereof.


                                   * * * * * *



<PAGE>   72
                                                                              65



         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.

         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.


                                       KERR-MCGEE CORPORATION



                                       By
                                         ---------------------------------------
                                         John M. Rauh
                                         Vice President & Treasurer

Attest:

--------------------------------
Don Hager
Assistant Secretary


                                       CITIBANK, N.A.

                                       By
                                         ---------------------------------------


Attest:

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



<PAGE>   73



                                                                       EXHIBIT A



                          [FORM OF NOTATION OF SECURITY
                             RELATING TO GUARANTEE]

                                    GUARANTEE

         [Kerr-McGee Operating Corporation/HS Resources, Inc.] (hereinafter
referred to as the "Guarantor", which term includes any successor person under
the Indenture (the "Indenture") referred to in the Security upon which this
notation is endorsed (the "Endorsed Security")) has unconditionally guaranteed
(i) the due and punctual payment of the principal of, premium, if any, and
interest on the Endorsed Security and all other Securities of the same series as
the Endorsed Security (the "Guaranteed Securities"), whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of, premium, if any, and interest, if any, on the Guaranteed
Securities, to the extent lawful, and the due and punctual performance of all
other obligations of the Company to the Holders of Guaranteed Securities or the
Trustee all in accordance with the terms set forth in Article Fifteen of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Guaranteed Securities or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Indenture.

         The obligations of the Guarantor to the Holders of Guaranteed
Securities and to the Trustee pursuant to the Guarantee evidenced hereby and the
Indenture are expressly set forth in Article Fifteen of the Indenture and
reference is hereby made to such Indenture for the terms of such Guarantee.

         No stockholder, officer, director or incorporator, as such, past,
present or future, of the Guarantor shall have any personal liability under the
Guarantee evidenced hereby by reason of his or its status as such stockholder,
officer, director or incorporator.

         The Guarantee evidenced hereby shall not be valid or obligatory for any
purpose until the certificate of authentication of the Guaranteed Securities
shall have been executed by the Trustee under the Indenture by the manual
signature of one of the Trustee's authorized officers.

                                    Guarantor

                                    [Kerr -McGee Operating COrporation/
                                    HS Resources, Inc.]


                                    By
                                      ------------------------------------------


                                    By
                                      ------------------------------------------