<PAGE>
 
                                                                     EXHIBIT 4.2

                          TOMMY HILFIGER U.S.A., INC.
                                    Issuer


                          TOMMY HILFIGER CORPORATION
                                   Guarantor

                                      and

                           THE CHASE MANHATTAN BANK
                                    Trustee


                                _______________


                                   INDENTURE


                            Dated as of May 1, 1998
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------


<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Recitals of the Company.................................................       1
                                                                             
                                  ARTICLE ONE                                
                                                                             
                       Definitions and Other Provisions                      
                           of General Application.......................       1
                                                                             
     Section 101.      Definitions......................................       1
                       Act..............................................       2
                       Affiliate........................................       2
                       Attributable Debt................................       2
                       Authenticating Agent.............................       2
                       Bankruptcy Law...................................       2
                       Board of Directors...............................       3
                       Board Resolution.................................       3
                       Business Day.....................................       3
                       Canada Loan Agreement............................       3
                       Capitalized Lease Obligations....................       3
                       Commission.......................................       3
                       Company..........................................       3
                       Company Request..................................       3
                       Company Order....................................       3
                       Consolidated Stockholders Equity.................       3
                       Corporate Trust Office...........................       3
                       corporation......................................       4
                       Custodian........................................       4
                       Defaulted Interest...............................       4
                       Event of Default.................................       4
                       Exempted Debt....................................       4
                       Foreign Currency.................................       4
                       Foreign Government Securities....................       4
                       Funded Debt......................................       4
                       Global Note......................................       5
                       Guarantee........................................       5
                       Guarantor........................................       5
                       Holder...........................................       5
                       Indebtedness.....................................       5
                       Indenture........................................       5
                       interest.........................................       5
                       Interest Payment Date............................       5
                       Lien.............................................       6
                       Market Exchange Rate.............................       6
                       Maturity.........................................       6
                       Officers' Certificate............................       6
                       Opinion of Counsel...............................       7
                       Original Issue Discount Security.................       7
                       Outstanding......................................       7
                       Paying Agent.....................................       8
                       Periodic Offering................................       8
                       Permitted Liens..................................       8
                       Person...........................................       9
                       Place of Payment.................................       9
</TABLE> 

                                      -i-
<PAGE>
 
<TABLE>
<S>                                                                         <C>
                       Predecessor Security...............................  10
                       Redemption Date....................................  10
                       Redemption Price...................................  10
                       Regular Record Date................................  10
                       Responsible Officer................................  10
                       Restricted Subsidiary..............................  10
                       Securities.........................................  10
                       Securities Exchange Act of 1934....................  10
                       Security Register..................................  10
                       Security Registrar.................................  10
                       Senior Funded Debt.................................  10
                       Special Record Date................................  11
                       Specified Indebtedness.............................  11
                       Stated Maturity....................................  11
                       Subordinated Funded Debt...........................  11
                       Subsidiary.........................................  13
                       TIA................................................  13
                       Trustee............................................  13
                       Trust Indenture Act................................  13
                       U.S. Depositary....................................  13
                       U.S. Government Obligations........................  13
                       Vice President.....................................  14
                       Wholly-owned Restricted Subsidiary.................  14
     Section 102.      Compliance Certificates and Opinions...............  14
     Section 103.      Form of Documents Delivered to Trustee.............  15
     Section 104.      Acts of Holders....................................  15
     Section 105.      Notices, Etc., to Trustee, Company and Guarantor...  16
     Section 106.      Notice to Holders; Waiver..........................  17
     Section 107.      Conflict with Trust Indenture Act..................  17
     Section 108.      Effect of Headings and Table of Contents...........  17
     Section 109.      Successors and Assigns.............................  17
     Section 110.      Separability Clause................................  17
     Section 111.      Benefits of Indenture..............................  18
     Section 112.      Governing Law......................................  18
     Section 113.      Legal Holidays.....................................  18

                                  ARTICLE TWO

                               Security Forms.............................  18


     Section 201.      Forms Generally....................................  18
     Section 202.      Form of Face of Security...........................  19
     Section 203.      Form of Reverse of Security........................  21
     Section 204.      Additional Provisions Required in Global Notes.....  26
     Section 205.      Form of Trustee's Certificate of Authentication....  26
</TABLE>

                                     -ii-
<PAGE>
 
<TABLE>
<S>                                                                              <C>
                                 ARTICLE THREE

                                 The Securities................................  26

     Section 301.      Amount Unlimited; Issuable in Series....................  26
     Section 302.      Denominations...........................................  29
     Section 303.      Execution, Authentication, Delivery and Dating..........  29
     Section 304.      Temporary Securities....................................  31
     Section 305.      Registration, Registration of Transfer and Exchange.....  34
     Section 306.      Mutilated, Destroyed, Lost and Stolen Securities........  35
     Section 307.      Payment of Interest; Interest Rights Preserved..........  36
     Section 308.      Persons Deemed Owners...................................  37
     Section 309.      Cancellation............................................  37
     Section 310.      Computation of Interest.................................  38
     Section 311.      Judgments...............................................  38

                                  ARTICLE FOUR

                         Satisfaction and Discharge............................  39

     Section 401.      Satisfaction and Discharge of Indenture.................  39
     Section 402.      Application of Trust Funds; Indemnification.............  40
     Section 403.      Satisfaction, Discharge and Defeasance
                       of Securities of any Series.............................  41

                                  ARTICLE FIVE

                                     Remedies..................................  43

     Section 501.      Events of Default.......................................  43
     Section 502.      Acceleration of Maturity; Rescission and
                       Annulment...............................................  45
     Section 503.      Collection of Indebtedness and Suits for
                       Enforcement by Trustee..................................  47
     Section 504.      Trustee May File Proofs of Claim........................  48
     Section 505.      Trustee May Enforce Claims Without
                       Possession of Securities................................  48
     Section 506.      Application of Money Collected..........................  49
     Section 507.      Limitation on Suits.....................................  49
     Section 508.      Unconditional Right of Holders to
                       Receive Principal, Premium and Interest.................  50
     Section 509.      Restoration of Rights and Remedies......................  50
     Section 510.      Rights and Remedies Cumulative..........................  50
     Section 511.      Delay or Omission Not Waiver............................  51
</TABLE>

                                     -iii-
<PAGE>
 
<TABLE> 
     <S>                                                                            <C> 
     Section 512.      Control by Holders.........................................  51 
     Section 513.      Waiver of Past Defaults....................................  52 
     Section 514.      Undertaking for Costs......................................  52 
     Section 515.      Waiver of Stay or Extension Laws...........................  53  

                                  ARTICLE SIX

                                 The Trustee......................................  53
 
     Section 601.      Certain Duties and Responsibilities........................  53  
     Section 602.      Notice of Defaults.........................................  54 
     Section 603.      Certain Rights of Trustee..................................  55 
     Section 604.      Not Responsible for Recitals or Issuance 
                       of Securities..............................................  56  
     Section 605.      May Hold Securities........................................  56 
     Section 606.      Money Held in Trust........................................  56 
     Section 607.      Compensation and Reimbursement.............................  56 
     Section 608.      Disqualification; Conflicting Interests....................  57 
     Section 609.      Corporate Trustee Required; Eligibility....................  63 
     Section 610.      Resignation and Removal; Appointment of 
                       Successor..................................................  64  
     Section 611.      Acceptance of Appointment by Successor.....................  65 
     Section 612.      Merger, Conversion, Consolidation or Succession to Business  67 
     Section 613.      Preferential Collection of Claims Against Company..........  67 
     Section 614.      Appointment of Authenticating Agent........................  71 
     Section 615.      Investment of Certain Payments Held by the Trustee.........  73  

                                 ARTICLE SEVEN

              Holders' Lists and Reports by Trustee and Company ..................  74

     Section 701.      Company to Furnish Trustee Names and 
                       Addresses of Holders.......................................  74  
     Section 702.      Preservation of Information; 
                       Communications to Holders..................................  74  
     Section 703.      Reports by Trustee.........................................  76 
     Section 704.      Reports by Guarantor.......................................  77  

                                 ARTICLE EIGHT

            Consolidation, Merger, Conveyance, Transfer or Lease..................  78

     Section 801.      Company May Consolidate, Etc., Only on Certain Terms.......  78
     Section 802.      Successor Corporation Substituted..........................  79                 
</TABLE> 
                                         
                                     -iv-
             
<PAGE>
 
<TABLE>
<S>                                                                                 <C>
                                 ARTICLE NINE

                          Supplemental Indentures                                   79

     Section 901.      Supplemental Indentures Without Consent of Holders........   79
     Section 902.      Supplemental Indentures with Consent of Holders...........   80
     Section 903.      Execution of Supplemental Indentures......................   81
     Section 904.      Effect of Supplemental Indentures.........................   82
     Section 905.      Conformity with Trust Indenture Act.......................   82
     Section 906.      Reference in Securities to Supplemental Indentures........   82

                                  ARTICLE TEN

                                  Covenants......................................   82

     Section 1001.     Payment of Principal, Premium and Interest................   82
     Section 1002.     Maintenance of Office or Agency...........................   82
     Section 1003.     Money for Securities Payments to Be Held in Trust.........   83
     Section 1004.     Corporate Existence.......................................   85
     Section 1005.     Maintenance of Properties.................................   85
     Section 1006.     Payment of Taxes and Other Claims.........................   85
     Section 1007.     Limitation Upon Liens.....................................   85
     Section 1008.     Limitation Upon Sale and Leaseback Transactions...........   86
     Section 1009.     Restriction on Indebtedness of Restricted Subsidiaries....   87
     Section 1010.     Defeasance of Certain Obligations.........................   88
     Section 1011.     Statement by Officers as to Default.......................   89
     Section 1012.     Waiver of Certain Covenants...............................   89

                                 ARTICLE ELEVEN

                          Redemption of Securities...............................   90

     Section 1101.     Applicability of Article..................................   90
     Section 1102.     Election to Redeem: Notice to Trustee.....................   90
     Section 1103.     Selection by Trustee of Securities to Be Redeemed.........   90
     Section 1104.     Notice of Redemption......................................   91
     Section 1105.     Deposit of Redemption Price...............................   91
     Section 1106.     Securities Payable on Redemption Date.....................   91
     Section 1107.     Securities Redeemed in Part...............................   92

                                 ARTICLE TWELVE
</TABLE>

                                      -v-
<PAGE>
 
<TABLE>
<S>                                                                                 <C>
                                Sinking Funds                                        92

     Section 1201.     Applicability of Article...................................   92
     Section 1202.     Satisfaction of Sinking Fund Payments with Securities......   93
     Section 1203.     Redemption of Securities for Sinking Fund..................   93

                                ARTICLE THIRTEEN

                                  Guarantee.......................................   93

     Section 1301.     Guarantee..................................................   93
     Section 1302.     Execution and Delivery of Guarantee........................   95
     Section 1303.     Guarantor May Consolidate, etc., on Certain Terms..........   95
     Section 1304.     [Intentionally omitted]....................................   96
     Section 1305.     Optional Tax Redemption....................................   96
     Section 1306.     Payment of Additional Amounts..............................   97
     Section 1307.     "Trustee" to Include Paying Agent..........................   99

                                ARTICLE FOURTEEN

                    Immunity of Incorporators, Stockholders,
                       Officers, Directors and Employees..........................   99

     Section 1401.     Exemption from Individual Liability........................   99

                                ARTICLE FIFTEEN

                                Miscellaneous.....................................  100

     Section 1501.     Consent to Jurisdiction, Etc...............................  100
</TABLE>

                                     -vi-
<PAGE>
 
          INDENTURE, dated as of May 1, 1998, by and among Tommy Hilfiger
U.S.A., Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
25 West 39th Street, New York, New York 10018, Tommy Hilfiger Corporation, a
corporation duly organized and existing under the laws of the British Virgin
Islands (herein called the "Guarantor"), having its principal executive offices
at 6/F Precious Industrial Center, 18 Cheung Yue Street, Cheung Sha Wan,
Kowloon, Hong Kong, and The Chase Manhattan Bank, a banking corporation duly
organized and existing under the laws of the State of New York, Trustee (herein
called the "Trustee").

                            Recitals of the Company

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

          All things necessary to make this Indenture a valid agreement of the
Company and the Guarantor, 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 a series
thereof, as follows:

                                  ARTICLE ONE

                       Definitions and Other Provisions
                            of General Application

 Section 101. Definitions.

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

          (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, except otherwise herein expressly provided, the term
     "generally
<PAGE>
 
                                                                               2

     accepted accounting principles" with respect to any computation required or
     permitted hereunder shall mean such accounting principles as are generally
     accepted at the date of such computation; 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.

          "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

          "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.

          "Attributable Debt" means in respect of a Sale and Leaseback
Transaction referred to in Section 1008, at the time of determination, the
present value (discounted at the actual rate of interest of such transaction) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such arrangement (including any period for which such
lease has been extended or may, at the option of the lessor, be extended).  The
term "net rental payments" under any lease for any period shall mean the sum of
the rental and other payments required to be paid in such period by the lessee
thereunder, not including, however, any amounts required to be paid by such
lessee (whether or not designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges required to be paid by such lessee thereunder or any amounts required to
be paid by such lessee thereunder contingent upon the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges.

          "Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

          "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.
<PAGE>
 
                                                                               3

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

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

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

          "Canada Loan Agreement" means the Factoring, Security and Loan
Agreement (Non-Processed), dated June 5, 1996, as amended or supplemented, by
and between BNY Financial Corporation - Canada/Corporation Financiere BNY -
Canada and Tommy Hilfiger Canada Inc.

          "Capitalized Lease Obligations" means obligations created pursuant to
leases which are required to be shown on the liability side of the balance sheet
in accordance with generally accepted accounting principles.

          "Commission" means the Securities 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 at such time.

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

          "Consolidated Stockholders Equity" means consolidated stockholders
equity of the Guarantor and its Subsidiaries as determined in accordance with
generally accepted accounting principles and reflected on the most recent
consolidated balance sheet delivered to the Trustee pursuant to Section 704
hereof.

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust
<PAGE>
 
                                                                               4

business shall be principally administered, which office at the date hereof is
located at 450 West 33rd Street, 15th Floor, New York, New York 10001-2697.

          "corporation" includes corporations, associations, companies and
business trusts.

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

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

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

          "Exempted Debt" means the sum of the following items outstanding as of
the date Exempted Debt is being determined: (i) Indebtedness for money borrowed
of the Company, the Guarantor and the Restricted Subsidiaries incurred after the
date of this Indenture and secured by Liens created or assumed or permitted to
exist pursuant to Section 1007(b), and (ii) Attributable Debt of the Company,
the Guarantor and the Restricted Subsidiaries in respect of all Sale and
Leaseback Transactions entered into pursuant to Section 1008(b).

          "Foreign Currency" means a currency or cash issued by the government
of any country other than the United States of America or units based on or
relating to such currencies (including European Currency Units) (such Units,
including European Currency Units, being hereinafter referred to as "basket
currencies").

          "Foreign Government Securities" means with respect to Securities of
any series that are denominated in a Foreign Currency, noncallable (i) direct
obligations of the government that issued such Foreign Currency, for the payment
of which obligations 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 such government, the payment of which obligations is unconditionally
guaranteed as a full faith and credit obligation of such government.

          "Funded Debt" of any Person means Indebtedness, whether incurred,
assumed or guaranteed, maturing by its terms more than one year from the date of
creation thereof or which is extendable or renewable at the sole option of the
obligor in such manner that it may become payable more than one year from the
date of creation thereof; provided, however, that Funded Debt shall not include
                          --------  -------                                    
obligations created pursuant to leases, or any Indebtedness or portion thereof
maturing by its terms within one year from the time of any computation of the
amount of outstanding Funded Debt unless such Indebtedness shall be
<PAGE>
 
                                                                               5

extendable or renewable at the sole option of the obligor in such manner that it
may become payable more than one year from such time, or any Indebtedness for
the payment or redemption of which money in the necessary amount shall have been
deposited in trust either at or before the maturity or redemption date thereof.

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

          "Guarantee" means the guarantee given by the Guarantor pursuant to
Article Thirteen hereof, including a notation in the securities substantially in
the form attached hereto as Exhibit A.

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

          "Indebtedness" of any Person means indebtedness for borrowed money
and all indebtedness under purchase money mortgages or other purchase money
liens or conditional sales or similar title retention agreements in each case
where such indebtedness has been created, incurred, assumed or guaranteed by
such Person or where such Person is otherwise liable therefor and indebtedness
for borrowed money secured by any mortgage, pledge or other lien or encumbrance
upon property owned by such Person even though such Person has not assumed or
become liable for the payment of such indebtedness.

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

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

          "Interest Payment Date", when used with respect to any Security means
the Stated Maturity of an installment of interest on such Security.
<PAGE>
 
                                                                               6

          "Lien" means any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind, whether or not filed, recorded or otherwise perfected
under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give any security interest in and any filing or other agreement to give
any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction).

          "Market Exchange Rate" means (i) for any conversion involving a
currency unit on the one hand and U.S. Dollars or any Foreign Currency on the
other, the exchange rate between the relevant currency unit and U.S. Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 301
for the securities of the relevant series, (ii) for any conversion of U.S.
Dollars into any Foreign Currency, the noon (New York City time) buying rate for
such Foreign Currency for cable transfers quoted in New York City as certified
for customs purposes by the Federal Reserve Bank of New York and (iii) for any
conversion of one Foreign Currency into U.S. Dollars or another Foreign
Currency, the spot rate at noon local time in the relevant market at which, in
accordance with normal banking procedures, the U.S. Dollars or Foreign Currency
into which conversion is being made could be purchased with the Foreign Currency
from which conversion is being made from major banks located in either New York
City, London or any other principal market for U.S. Dollars or such purchased
Foreign Currency. In the event of the unavailability of any of the exchange
rates provided for in the foregoing clauses (i), (ii) and (iii) the Trustee, or
such other Person appointed for such purpose pursuant to Section 301, shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City, London or other
principal market for such currency or currency unit in question, or such other
quotations as the Trustee, or such other Person, shall deem appropriate. Unless
there is more than one market for dealing in any currency or currency unit by
reason of foreign exchange regulations or otherwise, the market to be used in
respect of such currency or currency unit shall be that upon which a nonresident
issuer of securities designated in such currency or currency unit would purchase
such currency or currency unit in order to make payments in respect of such
securities.

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

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President or a Vice President, and
<PAGE>
 
                                                                               7

by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company or the Guarantor, as applicable, and delivered to the
Trustee.

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

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

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

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

               (ii)  Securities for whose payment or redemption (a) money in the
          necessary amount has been theretofore deposited with the Trustee or
          any Paying Agent (other than the Company) in trust or set aside and
          segregated in trust by the Company (if the Company shall act as its
          own Paying Agent) for the Holders of such Securities or (b)
          obligations as contemplated by Section 403(d) in the necessary amount
          have been theretofore deposited with the Trustee in trust, 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 which have been paid pursuant to Section 306 or
          in exchange for or in lieu of which other Securities have been
          authenticated and delivered pursuant to this Indenture, other than any
          such Securities in respect of which there shall have been presented to
          the Trustee proof satisfactory to it that such Securities are held by
          a bona fide purchaser in whose hands such Securities are valid
          obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------                                                          
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination
<PAGE>
 
                                                                               8

upon acceleration of the Maturity thereof pursuant to Section 502 and (ii)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
                              ------                                         
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, 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
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

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

          "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities including without limitation
the rate or rates of interest, if any, thereon, the Stated Maturity or
Maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Company or its agents upon the issuance of such
Securities.

          "Permitted Liens" means (i) Liens on property of a corporation
existing at the time such corporation is merged into or consolidated with the
Company, the Guarantor or a Restricted Subsidiary or at the time of sale, lease
or other disposition of the properties of such corporation (or a division
thereof) as an entirety or substantially as an entirety to the Company, the
Guarantor or a Restricted Subsidiary, provided that no such Lien as a result of
                                      --------                                 
such merger, consolidation, sale, lease or other disposition is extended to
property owned by the Company, the Guarantor or such Restricted Subsidiary
immediately prior thereto; (ii) Liens on property or shares of equity interests
or evidences of indebtedness of a corporation existing at the time such
corporation becomes a Restricted Subsidiary; (iii) Liens securing Indebtedness
between a Restricted Subsidiary and the Company or the Guarantor, between
Restricted Subsidiaries, or between the Company and the Guarantor; (iv) Liens on
any property created, assumed or otherwise brought into existence in
contemplation of the sale or other disposition of the underlying property,
whether directly or indirectly, by way of share disposition or otherwise,
provided that the Company, the Guarantor or such Restricted Subsidiary, as
--------                                                                  
applicable, must have disposed of such property within 180 days after the
creation of such Liens and that any Indebtedness secured by such Liens shall be
without recourse to the Company, the Guarantor or any Restricted Subsidiary; (v)
Liens in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision thereof, to
secure partial, progress, 
<PAGE>
 
                                                                               9

advance or other payments; (vi) Liens arising solely by virtue of any statutory
or common law provision relating to banker's liens, rights of setoff or similar
rights and remedies, in each case as to deposit accounts or other funds
maintained with a creditor depository institution, provided that (A) such
                                                   --------
deposit account is not a dedicated cash collateral account and is not subject to
restrictions against access by the Company, the Guarantor or applicable
Restricted Subsidiary in excess of those set forth by regulations promulgated by
the Federal Reserve Board, and (B) such deposit account is not intended by the
Company or any Restricted Subsidiary to provide collateral to the depository
institution; (vii) Liens arising from Uniform Commercial Code financing
statements regarding leases; (viii) Liens on the Company's office facility
located at 25 West 39th Street, New York, New York; (ix) the giving,
simultaneously with or within 180 days after the latest of the date of this
Indenture, or the acquisition or construction of such property, of a purchase
money Lien on property acquired or constructed after the date of this Indenture,
or the acquisition after the date of this Indenture, of property subject to any
Lien which is limited to such property and which secures Indebtedness not in
excess of the lesser of the cost or fair market value of such property; (x) the
giving of a Lien on real property which is the sole security for Indebtedness
incurred within two years after the latest of the date of this Indenture, the
acquisition of the property or completion of the first substantial improvements
thereon, provided that the Indebtedness does not exceed the lesser of the cost
         --------
of the property and improvements or their fair market value and the holder of
such Indebtedness is entitled to enforce its payment only by resorting to such
security; (xi) Liens arising under the Canada Loan Agreement securing
Indebtedness not to exceed Can. $25,000,000; (xii) Liens arising by the terms of
letters of credit entered into in the ordinary course of business to secure
reimbursement obligations thereunder; (xiii) Liens existing on the date hereof;
and (xiv) extension, renewal, replacement or refunding of any Lien existing on
the date hereof or referred to in clauses (i) to (iv) and (ix) to (xi), provided
                                                                        --------
that the principal amount of Indebtedness secured thereby and not otherwise
authorized by clauses (i) to (iv) and (ix) to (xi) shall not exceed the
principal amount of Indebtedness, plus any premium or fee payable in connection
with any such extension, renewal, replacement or refunding, so secured at the
time of such extension, renewal, replacement or refunding.

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

          "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities
<PAGE>
 
                                                                              10

of that series are payable as specified as contemplated by Section 301.

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

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

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

          "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

          "Responsible Officer", when used with respect to the Trustee, means
any officer assigned to the Corporate Trust Office, including any managing
director, vice president, assistant vice president, assistant treasurer,
assistant secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Indenture, and also,
with respect to a particular matter, any other officer, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

          "Restricted Subsidiary" means, at any time, any Subsidiary of the
Guarantor, other than the Company, which would be a "Significant Subsidiary" at
such time, as such term is defined in Regulation S-X promulgated by the
Commission, as in effect on the date of this Indenture.

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

          "Securities Exchange Act of 1934" means the Securities and Exchange
Act of 1934, as amended, or any successor thereto.

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

          "Senior Funded Debt" means all Funded Debt of the Company or any
other Person, except Subordinated Funded Debt.
<PAGE>
 
                                                                              11

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

          "Specified Indebtedness" means any indebtedness of the Guarantor or
any Subsidiary of the Guarantor for borrowed money in an outstanding principal
amount in excess of $25,000,000.

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

          "Subordinated Funded Debt" means any unsecured Indebtedness of the
Company which is expressly made subordinate and junior in rank and right of
payment to the Securities and such other Indebtedness of the Company as may be
specified or characterized in the instruments evidencing the Subordinated Funded
Debt or the indenture or other similar instrument under which it is issued
(which indenture or other instrument shall be binding on all holders of such
Subordinated Funded Debt) (the Securities and any other Indebtedness of the
Company to which the Subordinated Funded Debt is subordinate and junior being
hereinafter in this paragraph called "Superior Debt"), by provisions not
substantially more favorable to the holders of the Subordinated Funded Debt than
the following:

               (i)  In the event of any insolvency or bankruptcy proceedings,
     any receivership, liquidation, reorganization or other similar proceedings
     in connection therewith, relative to the Company or to its creditors, as
     such, or to its property, and in the event of any proceedings for voluntary
     liquidation, dissolution or other winding up of the Company, whether or not
     involving insolvency or bankruptcy, then the holders of Superior Debt shall
     be entitled to receive payment in full of all principal and interest on all
     Superior Debt before the holders of the Subordinated Funded Debt are
     entitled to receive any payment on account of principal or interest upon
     the Subordinated Funded Debt, and to that end (but subject to the power of
     a court of competent jurisdiction to make other equitable provision
     reflecting the rights conferred by the provisions of the Subordinated
     Funded Debt upon the Superior Debt and the holders thereof with respect to
     the Subordinated Funded Debt and the holders thereof by a lawful plan or
     reorganization under applicable bankruptcy or insolvency law) the holders
     of Superior Debt shall be entitled to receive for application in payment
     thereof any payment or distribution of any kind or character, whether in
     cash or property or securities, which may be payable or deliverable in any
     such proceedings in respect of the Subordinated Funded Debt, except
     securities which are subordinate and junior in right of payment to the
     payment of all Superior Debt then outstanding, (ii) in the event
<PAGE>
 
                                                                              12

     that any Subordinated Funded Debt is declared due and payable before its
     expressed maturity because of the occurrence of an event of default with
     respect to such Subordinated Funded Debt (under circumstances when the
     provisions of the foregoing clause (i) shall not be applicable), the
     holders of the Superior Debt outstanding at the time such Subordinated
     Funded Debt so becomes due and payable because of such occurrence of such
     an event of default shall be entitled to receive payment in full of all
     principal and interest on all Superior Debt before the holders of such
     Subordinated Funded Debt are entitled to receive any payment on account of
     the principal or interest upon such Subordinated Funded Debt except
     payments at the expressed maturity of such Subordinated Funded Debt,
     current interest payments as provided in such Subordinated Funded Debt,
     payments pursuant to any mandatory sinking fund (or analogous provision) in
     respect of such Subordinated Funded Debt, and payments for the purpose of
     curing any such event of default; (iii) in the event that (x) there shall
     have occurred a default in the payment of the principal of or interest on
     any Superior Debt, or (y) there shall have occurred any other event of
     default with respect to any Superior Debt permitting the holders thereof to
     accelerate the maturity thereof and if written notice thereof shall have
     been given to the Company by a holder or holders of such Superior Debt or
     their representative or representatives or trustee or trustees under any
     indenture pursuant to which any instruments evidencing any of such Superior
     Debt may have been issued, or (z) the payment hereinafter referred to would
     itself constitute an event of default with respect to any Superior Debt,
     then, in any such case, unless or until such event of default shall have
     been cured or waived or shall have ceased to exist, no payment shall be
     made by the Company on account of principal of or interest on any
     Subordinated Funded Debt (whether pursuant to any sinking fund or
     otherwise) or on account of the purchase or other acquisition of any
     Subordinated Funded Debt; and (iv) no holder of Superior Debt or trustee
     for such holder shall be prejudiced in his or her right to enforce
     subordination of the Subordinated Funded Debt by any act or failure to act
     on the part of the Company;

provided, however, that the Subordinated Funded Debt may provide that the
--------  -------                                                        
foregoing provisions are solely for the purposes of defining the relative rights
of the holders of Superior Debt on the one hand, and the holders of the
Subordinated Funded Debt on the other hand, and that nothing therein shall
impair, as between the Company and the holders of the Subordinated Funded Debt,
the obligation of the Company, which is unconditional and absolute, to pay to
the holders thereof the principal thereof and interest thereon in accordance
with its terms, nor shall anything therein prevent the holders of the
Subordinated Funded Debt from exercising all remedies otherwise permitted by
applicable law or
<PAGE>
 
                                                                              13

thereunder upon default thereunder, subject to the rights under clauses (i),
(ii) and (iii) above of holders of Superior Debt to receive cash, property or
securities otherwise payable or deliverable to the holders of the Subordinated
Funded Debt; and provided, further, that the Subordinated Funded Debt may
                 --------  -------
provide that, insofar as a trustee or paying agent for such Subordinated Funded
Debt is concerned, the foregoing provisions shall not prevent the application by
such trustee or paying agent of any moneys deposited with such trustee or paying
agent for the purpose of the payment of or on account of the principal and
interest on such Subordinated Funded Debt if such trustee or paying agent did
not have knowledge at the time of such application that such payment was
prohibited by the foregoing provisions.

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

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-
77bbbb) as in effect on the date of this Indenture.

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

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

          "U.S. Depositary" means a clearing agency registered under the
Securities Exchange Act of 1934 which shall be designated by the Company
pursuant to Section 301 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 Securities of any series shall mean the U.S.
Depositary with respect to the Securities of that series.

          "U.S. Government Obligations" means direct obligations of the United
States for the payment of which its full faith and
<PAGE>
 
                                                                              14

credit is pledged or obligations of a person controlled or supervised by and
acting as an agency or instrumentality of the United States and the payment of
which is unconditionally guaranteed by the United States.

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

          "Wholly-owned Restricted Subsidiary" means any Restricted Subsidiary
all of the outstanding Funded Debt and capital stock of which, other than
directors' qualifying shares, is owned by the Company and its other Wholly-owned
Restricted Subsidiaries.

 Section 102. Compliance Certificates and Opinions.

          Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company or the Guarantor to the Trustee to take
any action under any provision of this Indenture, the Company or the Guarantor,
as applicable, 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 or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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

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

          (3)  a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and
<PAGE>
 
                                                                              15

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

Section 103. Form of Documents Delivered to Trustee.

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

          Any certificate or opinion of an officer of the Company or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by counsel unless such officer
knows or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous.  Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company or the Guarantor that the information with respect to such factual
matters is in the possession of the Company or the Guarantor, 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 104. 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
<PAGE>
 
                                                                              16

and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

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

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

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

 Section 105. Notices, Etc., to Trustee, Company and Guarantor.

          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 or the Guarantor
     shall be sufficient for every purpose hereunder if made, given, furnished
     or filed in writing to or with the Trustee at its principal Corporate Trust
     Office, Attention: Global Trust Services, or

          (2)  the Company or the Guarantor by the Trustee or by any Holder
     shall be sufficient for every purpose hereunder (unless otherwise herein
     expressly provided) if in writing and mailed, first-class postage prepaid,
     to the Company of the Guarantor addressed to it at the address of its
     principal office specified in the first paragraph of this instrument or at
     any other address previously furnished in writing to the Trustee by the
     Company or the Guarantor.
<PAGE>
 
                                                                              17

Section 106. 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 actions taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107. Conflict with Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

Section 108. 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 109. Successors and Assigns.

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

Section 110. 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.
<PAGE>
 
                                                                              18

Section 111. Benefits of Indenture.

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

Section 112. Governing Law.

          This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.

Section 113. Legal Holidays.

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

                                  ARTICLE TWO

                                SECURITY FORMS

Section
201. Forms Generally.

          The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by, or by
action taken pursuant to a Board Resolution, a copy of the Board Resolution
together with an appropriate record of any action taken pursuant thereto, which
Board Resolution or record of such action shall have attached thereto a true and
correct copy of the form of Security approved by or pursuant to such Board
Resolution, shall be certified by the Secretary or an Assistant Secretary of the
Company and  
<PAGE>
 
                                                                              19

delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

          The Guarantee shall be in substantially the form of Exhibit A, the
terms of which are incorporated herein and made a part of this Indenture.

          The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

          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 202. Form of Face of Security.

                          TOMMY HILFIGER U.S.A., INC.
                               [TITLE OF SERIES]

REGISTERED                                                         

     REGISTERED

No. ......                                                            $.........
CUSIP No. ......

          Tommy Hilfiger U.S.A., Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ................................ or
registered assigns, the principal sum of ........................ Dollars on
 .................................................... [If the Security is to bear
interest prior to Maturity, insert __, and to pay interest thereon from
 ............. or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on ......... and ........ in
each year commencing ........ at the rate of .....% per annum, until the
principal hereof is paid or made available for payment [If applicable insert __,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of .....% per annum on any overdue principal and
premium and on any overdue installment of interest].  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the .... or ....
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more 
<PAGE>
 
                                                                              20

Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed and
upon such notice as may be required by such exchange all as more fully provided
in said Indenture.]

          [If the Security is not to bear interest prior to Maturity, insert __
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ...% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal and overdue interest shall be
payable on demand.]

          Payment of the principal of (and premium, if any) and [If applicable,
insert __ any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in .... in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert __
provided, however, that at the option of the Company payment of interest may be
--------  -------                                                              
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

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

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

       [FORM OF NOTATION ON NOTE RELATING TO GUARANTEE: See Exhibit A.]
<PAGE>
 
                                                                              21

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

Dated:

                                        Tommy Hilfiger U.S.A., Inc.
 
 
                                        By..................................
Attest:
 
 ...................................... 


 Section 203.  Form of Reverse of Security.

          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of May 1, 1998 (herein called the
"Indenture"), among the Company, the Guarantor and The Chase Manhattan Bank,
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and the terms upon which the Securities are, and are
to be, authenticated and delivered.  This Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to $
].

          [If applicable, insert __ The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert __
(1) on ................. in any year commencing with the year .... and ending
with the year .... through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on
or after .............. 19..], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [on or before ............, ....%, and if
redeemed] during the 12-month period beginning .......... of the years
indicated,

<TABLE>
<CAPTION>
             YEAR                  REDEMPTION                YEAR            REDEMPTION        
                                     PRICE                                     PRICE        
------------------------        -------------------     --------------     --------------    
<S>                             <C>                     <C>                <C>               
[TAB SET] row does not print      $000,000              $000,000           $000,000         
</TABLE>
<PAGE>
 
                                                                              22

and thereafter at a Redemption Price equal to ...% of the principal amount,
together in the case of any such redemption [if applicable, insert __  (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

          [If applicable, insert __ The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ............ in
any year commencing with the year .... and ending with the year .... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after ...........], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning ............ of
the years indicated,

<TABLE>
<CAPTION>
                                REDEMPTION PRICE     
                                 FOR REDEMPTION        REDEMPTION PRICE FOR  
                                THROUGH OPERATION      REDEMPTION OTHERWISE  
                                     OF THE           THAN THROUGH OPERATION 
            YEAR                  SINKING FUND         OF THE SINKING FUND    
 --------------------------   --------------------- ---------------------------
 <S>                          <C>                   <C>
</TABLE>

and thereafter at a Redemption Price equal to    % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

          [Notwithstanding the foregoing, the Company may not, prior to
, redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
<PAGE>
 
                                                                              23

interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than    % per annum.]

          [The sinking fund for this series provides for the redemption on
in each year beginning with the year      and ending with the year      of [not
less than] $.......... ("mandatory sinking fund") and not more than $          ]
aggregate principal amount of Securities of this series. [Securities of this
series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking
fund payments otherwise required to be made.]

          [In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion will be issued to the Holder upon the cancellation hereof, and in event
of transfer or exchange a new Security or Securities of this series and of like
tenor and for a like aggregate principal amount will be issued to the Holder, in
case of exchange, or the designated transferee or transferees, in case of
transfer.]

          Subject to the relevant provisions set forth in the Indenture, the
Securities are subject to redemption, in whole but not in part, at the option of
the Guarantor in the event the Guarantor becomes obligated, in respect of any
amounts to be paid under the Guarantee and as a result of changes in applicable
tax law, to pay additional amounts in respect of any tax, assessment or
governmental charge imposed on any Holder, and the payments of such additional
amounts cannot be avoided by any reasonable means.

          [If the Security is not an Original Issue Discount Security, __ If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

          [If the Security is an Original Issue Discount Security, __  If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to __ insert formula for determining the
amount.  Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]
<PAGE>
 
                                                                              24

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in principal amount of the
Securities at the time Outstanding of each series to be affected.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding,
judicial or otherwise, with respect to the Indenture or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
principal amount of Outstanding Securities of this series a direction
inconsistent with such request, and the Trustee shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity.  The foregoing shall not apply to any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due dates expressed
herein.

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

          As provided in the Indenture and subject to certain limitations
therein set forth the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly 
<PAGE>
 
                                                                              25

executed by, the Holder hereof or his attorney duly authorized in writing and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

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

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

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

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

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
 
                                                                              26

Section 204.  Additional Provisions Required in Global Notes.

          Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, any Global Notes issued hereunder shall, in
addition to the provisions contained in Sections 202 and 203, bear a legend in
substantially the following form:

          This Security is a Global Note within the meaning of the Indenture
     hereinafter referred to and is registered in the name of [Name of U.S.
     Depositary] (the "Depositary") or a nominee of the Depositary.  This Global
     Note is exchangeable for Securities registered in the name of a person
     other than the Depositary or its nominee only in the limited circumstances
     described in the Indenture, and 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.

 Section 205.  Form of Trustee's Certificate of Authentication.

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


                                        The Chase Manhattan Bank,
                                           as Trustee
 
 
                                        By.................................
                                             Authorized Signatory


                                 ARTICLE THREE

                                The Securities

Section
301. Amount Unlimited; Issuable in Series.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, 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 (which shall
     distinguish the Securities of the series from all other Securities);
<PAGE>
 
                                                                              27

          (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 304, 305, 306, 906 or 1107) and except for any
     Securities which, pursuant to Section 303 of the Indenture, shall have not
     been issued and sold by the Company and are therefore deemed never to have
     been authenticated and delivered hereunder;

          (3)  the Person to whom any interest on a Security of the series shall
     be payable, if other than 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;

          (4)  the date or dates on which the principal of the Securities of the
     series is payable;

          (5)  the rate or rates at which the Securities of the series shall
     bear interest, if any, the date or dates from which such interest shall
     accrue, the Interest Payment Dates on which such interest shall be payable
     and the Regular Record Date for the interest payable on any Interest
     Payment Date;

          (6)  the place or places where the principal of (and premium, if any)
     and interest on Securities of the series shall be payable;

          (7)  the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

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

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

          (10) the currency or currencies, including composite currencies, in
     which payment of the principal of (and premium, if any) and interest on the
     Securities of the series shall be payable (if other than the currency of
     the United States of America);
<PAGE>
 
                                                                              28

          (11) if the amount of payments of principal of (and premium, if any)
     or interest on the Securities of the series may be determined with
     reference to an index, the manner in which such amounts shall be
     determined;

          (12) whether the Securities of the series are to be issued as Original
     Issue Discount Securities and the amount of discount with which such
     Securities may be issued and, if other than the principal amount thereof,
     the portion of the principal amount of Securities of the series that shall
     be payable upon declaration of acceleration of the Maturity thereof
     pursuant to Section 502;

          (13) any addition to, or modification or deletion of, any Events of
     Default or covenants provided with respect to Securities of the series;

          (14) whether the Securities of the series shall be issued in whole or
     in part in the form of one or more Global Notes and, in such case, the U.S.
     Depositary for such Global Note or Notes;

          (15) whether Section 403 and/or 1010 providing for defeasance and
     discharge and covenant defeasance, respectively, shall apply to Securities
     of the series; and

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

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

          If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
together with such Board Resolution shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms or the manner
of determining the terms of the series.  With respect to Securities of a series
offered in a Periodic Offering, such Board Resolution or action may provide
general terms or parameters for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company or its agents in accordance with a Company Order as contemplated by the
first proviso of the third paragraph of Section 303.
<PAGE>
 
                                                                              29

Section 302.  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 301.  In the absence of any such provisions 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 303.  Execution, Authentication, Delivery and Dating.

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

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company and having the Guarantees endorsed thereon to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
                                                      --------  -------       
with respect to Securities of a series offered in a Periodic Offering, (a) the
Trustee shall authenticate and deliver Securities of such series for original
issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount established for such series, pursuant to a Company
Order or pursuant to such other procedures acceptable to the Trustee as may be
specified from time to time by a Company Order, (b) the maturity date or dates,
original issue date or dates, currency or currencies or composite currencies,
interest rate or rates and any other terms of the Securities of such series
shall be determined by Company Order or pursuant to such procedures and (c) if
provided for in such procedures, such Company Order may authorize authentication
and delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which instructions shall be promptly confirmed
in writing.  In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,
<PAGE>
 
                                                                              30

          (a)  that the form of such Securities has been established in
     conformity with the provisions of this Indenture;

          (b)  that the terms of such Securities have been established in
     conformity with the provisions of this Indenture;

          (c)  that such Securities, with the Guarantees endorsed thereon, 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 and
     the Guarantor, 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; provided, however, that, with respect to
                                       --------  -------                       
     Securities of a series offered in a Periodic Offering, the Trustee shall be
     entitled to receive such Opinion of Counsel in connection only with the
     first authentication of Securities of such series and that the opinions
     described in clauses (b) and (c) above may state, respectively;

          (d)  that, when the terms of such Securities shall have been
     established pursuant to a Company Order or pursuant to such procedures as
     may be specified from time to time by a Company Order, all as contemplated
     by a Board Resolution or action taken pursuant thereto, such terms will
     have been duly authorized by the Company and will have been established in
     conformity with the provisions of this Indenture; and

          (e)  that such Securities, when (i) executed by the Company and having
     Guarantees endorsed thereon, (ii) completed, authenticated and delivered by
     the Trustee in accordance with this Indenture, (iii) issued and delivered
     by the Company and (iv) paid for, all in accordance with any agreement of
     the Company relating to the offering, issuance and sale of such Securities,
     will have been duly issued under this Indenture and will constitute valid
     and legally binding obligations of the Company and the Guarantor, entitled
     to the benefits provided by the Indenture, and enforceable in accordance
     with their terms, subject, as to enforcement, to bankruptcy, insolvency,
     reorganization, moratorium and other laws relating to or affecting
     generally the enforcement of creditors' rights and to general principles of
     equity.

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability
<PAGE>
 
                                                                              31

thereof, upon the Opinion of Counsel, Company Order and other documents
delivered pursuant to Sections 201 and 301 and this Section, as applicable,
delivered at or prior to the first authentication of Securities of such series
unless and until such opinion or other documents have been superseded or
revoked.

          Notwithstanding the provisions of Section 301 and of the third
paragraph of this Section 303, if any Securities of a series are to be offered
in a Periodic Offering, it shall not be necessary to deliver the Opinion of
Counsel, Company Order and other documents otherwise required pursuant to
Sections 201 and 301 and this Section at or prior to the time of authentication
of each Security of such series if such documents are delivered at or prior to
the time of authentication upon original issuance of the first Security of such
series to be issued.

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

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

Section 304.   Temporary Securities.

          (a)  Pending the preparation of definitive Securities of any series,
the Company may execute and upon Company Order the Trustee shall authenticate
and deliver temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination substantially
of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions,
<PAGE>
 
                                                                              32

substitutions and other variations as the officers executing such securities may
determine, as evidenced by their execution of such Securities.

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

          (b)  If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Notes, then the Company shall execute and the Trustees shall, in
accordance with Section 303 and the Company Order with respect to such series,
authenticate and deliver one or more Global Notes 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 Notes, (ii) shall be registered in the name of
the U.S. Depositary for such Global Note or Notes or the nominee of such
depositary, (iii) shall be delivered by the Trustee to such depositary or
pursuant to such depositary's written instruction and (iv) shall bear a legend
substantially to the following effect:

          "Unless and until it is exchanged in whole or in part for Securities
          in definitive form, 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."

          Notwithstanding any other provisions of this Section or Section 305,
unless and until it is exchanged in whole or in part for Securities in
definitive form, a Global Note 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
<PAGE>
 
                                                                              33

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 registered or in good
standing under the Securities Exchange Act of 1934 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 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, registered
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Note or Notes representing such
series in exchange for such Global Note or Notes.

          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 Notes
shall no longer be represented by such Global Note or Notes.  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, registered Securities of such series in definitive
form and in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such series in exchange for such Global Notes
or Notes.

          If specified by the Company pursuant to Section 301 with respect to
Securities of a series, the U.S. Depositary for such series of Securities may
surrender a Global Note for such series of Securities in exchange in whole or in
part for registered 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,

          (i)   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 aggregate principal amount equal to and in
     exchange for such Person's beneficial interest in the Global Note; and

          (ii)  to the U.S. Depositary a new Global Note in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Note and the
<PAGE>
 
                                                                              34

     aggregate principal amount of registered Securities delivered to Holders
     thereof.

     Upon the exchange of a Global Note for Securities in definitive form, such
Global Note shall be cancelled by the Trustee.  Debt Securities issued in
exchange for a Global Note pursuant to this subsection (b) shall be registered
in such names and in such authorized denomination as the U.S. Depositary for
such Global Note, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing.  The Trustee
shall deliver such Securities to the persons in whose names such Securities are
so registered.

Section 305.   Registration, Registration of Transfer and Exchange.

          The Company shall cause to be kept at the principal Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
the registration of Securities and of transfers of Securities.  The Trustee is
hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

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

          At the option of the Holder, Securities of any series (except Global
Notes) may be exchanged for other Securities of the same series of like
aggregate principal amount and of a like Stated Maturity and with the like terms
and conditions, upon surrender of the Securities to be exchanged at such office
or agency.  Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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

          Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed or be accompanied by
<PAGE>
 
                                                                              35

a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Securities but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with the execution and delivery of the Securities or any registration of
transfer or exchange of Securities other than exchanges pursuant to Section 304,
906 or 1107 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

Section 306.   Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
<PAGE>
 
                                                                              36

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

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

Section 307.   Payment of Interest; Interest Rights Preserved.

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this Clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such Special Record 
<PAGE>
 
                                                                              37

     Date and, in the name and at the expense of the Company, shall cause notice
     of the proposed payment of such Defaulted Interest and the Special Record
     Date therefor to be mailed, first class postage prepaid, to each Holder of
     Securities of such series at his address as it appears in the Security
     Register, not less than 10 days prior to such Special Record Date. Notice
     of the proposed payment of such Defaulted Interest and the Special Record
     Date therefor having been so mailed, such Defaulted Interest shall be paid
     to the Persons in whose names the Securities of such series (or their
     respective Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following Clause (2).

          (2)  The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed and upon such notice as may be required by such exchange, if, after
     written 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 carry the rights to interest accrued
and unpaid and to accrue, which were carried by such other Security.

Section 308.    Persons Deemed Owners.

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

Section 309.    Cancellation.

          All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and 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 may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for 
<PAGE>
 
                                                                              38

cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

Section 310.   Computation of Interest.

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

Section 311.   Judgments.

          If for the purpose of obtaining a judgment in any court with respect
to any obligation of the Company hereunder or under any Security, it shall
become necessary to convert into any other currency any amount in the currency
due hereunder or under such Security, then such conversion shall be made at the
market Exchange Rate as in effect on the date the Company shall make payment to
any person in satisfaction of such judgment.  If pursuant to any such judgment,
conversion shall be made on a date other than the date payment is made and there
shall occur a change between such Market Exchange Rate and the Market Exchange
Rate as in effect on the date of payment, the Company agrees to pay such
additional amounts (if any) as may be necessary to ensure that the amount paid
is equal to the amount in such other currency which, when converted at the
Market Exchange Rate as in effect on the date of payment or distribution, is the
amount due hereunder or under such Security.  Any amount due from the Company
under this Section 311 shall be due as a separate debt and is not to be affected
by or merged into any judgment being obtained for any other sums due hereunder
or in respect of any Security.  In no event, however, shall the Company be
required to pay more in the currency or currency unit due hereunder or under
such Security at the Market Exchange Rate as in effect when payment is made than
the amount of currency stated to be due hereunder or under such Security so that
in any event the Company's obligations hereunder or under such Security will be
effectively maintained as obligations in such currency, and the Company shall be
entitled to withhold (or be reimbursed for, as the case may be) any excess of
the amount actually realized upon any such conversion over the amount due and
payable on the date of payment or distribution.
<PAGE>
 
                                                                              39

                                 ARTICLE FOUR

                          Satisfaction and Discharge

Section 401.   Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Request 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, 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 replaced or paid as provided in Section 306 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 1003) 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 Maturity
          within one year, or

                    (iii)  are deemed paid and discharged pursuant to Section
          403, as applicable,

          and the Company in the case of (i) or (ii) 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
          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.
<PAGE>
 
                                                                              40

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section or if money or obligations shall have been deposited with or
received by the Trustee pursuant to Section 403, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

Section 402.    Application of Trust Funds; Indemnification.

          (a)  Subject to the provisions of the last paragraph of Section 1003
and subsection (c) of this Section 402 and Section 615, all money deposited with
the Trustee pursuant to Section 401, all money and U.S. Government Obligations
or Foreign Government Securities deposited with the Trustee pursuant to Section
403 or 1010 and all money received by the Trustee in respect of U.S. Government
Obligations or Foreign Government Securities deposited with the Trustee pursuant
to Section 403 or 1010, 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 or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Section 403 or 1010.

          (b)  The Company shall pay and shall indemnify the Trustee and its
officers, directors, agents and employees against any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations or Foreign Government
Securities deposited pursuant to Section 403 or 1010 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

          (c)  The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or Foreign Government
Securities or money held by it as provided in Section 403 or 1010 which, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such Obligations or Foreign
Government Securities or money were deposited or received.  In the event such
firm requires the Trustee to agree to the procedures performed by such firm, the
Company shall direct the Trustee in writing to so agree; it being understood and
agreed that the Trustee will deliver such letter of agreement in conclusive
reliance upon the direction of the Company, and the Trustee makes no independent
inquiry or investigation as to, and shall have no
<PAGE>
 
                                                                              41

obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures.  This provision shall not authorize the sale by the Trustee
of any U.S. Government Obligations or Foreign Government Securities held under
this Indenture.

Section 403.   Satisfaction, Discharge and Defeasance of Securities of any
               Series.

          If this Section 403 is specified, as contemplated by Section 301, to
be applicable to Securities of any series the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding Securities of
any such series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such Outstanding Securities of any such series, shall no longer be in effect
(and the Trustee, at the expense of the Company, shall at Company Request,
execute proper instruments acknowledging the same) except as to:

          (a) the rights of Holders of Securities of such series to receive,
     from the trust funds described in subparagraph (d) hereof (i) payment of
     the principal of (and premium, if any) and each installment of principal of
     (and premium. if any) or interest on the Outstanding Securities of such
     series on the Stated Maturity of such principal or installment of principal
     or interest and (ii) the benefit of any mandatory sinking fund payments
     applicable to the Securities of such series on the day on which such
     payments are due and payable in accordance with the terms of this Indenture
     and the Securities of such series;

          (b) the Company's obligations with respect to such Securities of such
     series under Sections 305, 306, 1002 and 1003; and

          (c) the rights, powers, trust, indemnities and immunities of the
     Trustee hereunder and the duties of the Trustee under Section 402 and the
     duty of the Trustee to authenticate Securities of such series issued on
     registration of transfer or exchange;

provided that, the following conditions shall have been satisfied:
--------                                                          

          (d) the Company shall have deposited or caused to be deposited
     irrevocably with the Trustee as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for and
     dedicated solely to the benefit of the Holders of such Securities (i) in
     the case of Securities of such series denominated in U.S. dollars, cash in
     U.S. dollars (or such other money or currencies as shall then be legal
     tender in the United States) and/or U.S. Government Obligations, or (ii) in
     the
<PAGE>
 
                                                                              42

     case of Securities of such series denominated in a Foreign Currency (other
     than a basket currency), money and/or Foreign Government Securities in the
     same Foreign Currency, which through the payment of interest and principal
     in respect thereof, in accordance with their terms, will provide (and
     without reinvestment and assuming no tax liability will be imposed on such
     Trustee), not later than one day before the due date of any payment of
     money, an amount in cash, sufficient, in the opinion of a nationally
     recognized firm of independent certified public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge each installment of principal (and premium, if any) (including
     mandatory sinking fund or analogous payments) of and any interest on all
     the Securities of such series on the dates such installments of interest or
     principal are due;

          (e) 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;

          (f) such provision would not cause any Outstanding Securities of such
     series then listed on the New York Stock Exchange or other securities
     exchange to be de-listed as a result thereof;

          (g) no Event of Default or event which with notice or lapse of time
     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 or
     during the period ending on the 91st day after such date;

          (h) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel to the effect that (1) the Company has received
     from, or there has been published by, the Internal Revenue Service a ruling
     to the effect that, and based thereon, such opinion shall confirm that
     Holders of the Securities of such series will not recognize income, gain or
     loss for Federal income tax purposes as a result of such deposits,
     defeasance and discharge and will be subject to Federal income tax on the
     same amount and in the same manner and at the same times, as would have
     been the case if such deposit, defeasance and discharge had not occurred
     and (2) upon the 91st day after the date of such deposit, the trust funds
     would not be subject to being characterized as a preference for Bankruptcy
     Law purposes; and

          (i) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     relating to the defeasance contemplated by this Section have been complied
     with.
<PAGE>
 
                                                                              43

                                 ARTICLE FIVE

                                   Remedies

Section 501.  Events of Default.

          "Event of Default", wherever used herein with respect to Securities of
  any series, means any one of the following events (whatever the reason for
  such Event of Default and whether it shall be voluntary or involuntary or be
  effected by operation of law or pursuant to any judgment, decree or order of
  any court or any order, rule or regulation of any administrative or
  governmental body):

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or

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

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

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

          (5) a default under any bond, debenture, note or other evidence of
     Specified Indebtedness (including a default with respect to Securities of
     any series other than that series) or under any mortgage, indenture or
     instrument under which there may be issued or by which there may be secured
     or evidenced any Specified Indebtedness (including this Indenture), whether
     such Specified Indebtedness now exists or shall hereafter be created, which
     default (A) shall be caused by the Guarantor or a Subsidiary of the
     Guarantor failing to make a principal or interest payment at final Stated
     Maturity or (B) shall have resulted in such Specified Indebtedness becoming
     or being declared due and payable prior to the date on which it would
     otherwise have become
<PAGE>
 
                                                                              44

     due and payable, without such default having been cured or acceleration
     having been rescinded or annulled, as the case may be, within a period of
     10 days after there shall have been given, by registered or certified mail,
     to the Company by the Trustee or to the Company and the Trustee by the
     Holders of at least 25% in principal amount of the Outstanding Securities
     of that series a written notice requiring the Company to cause such default
     to be cured or acceleration to be rescinded or annulled, as the case may
     be, and stating that such notice is a "Notice of Default" hereunder,
     provided, however, that, subject to the provisions of Sections 601 and 602,
     --------  -------                                 
     the Trustee shall not be deemed to have knowledge of such default unless
     either (A) a Responsible Officer of the Trustee in its principal Corporate
     Trust Office shall have actual knowledge of such default or (B) the Trustee
     shall have received written notice thereof at its principal Corporate Trust
     Office from the Company, from any Holder, from the holder of any such
     Specified Indebtedness or from the trustee under any such mortgage,
     indenture or other instrument; or

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

          (7) the commencement by the Guarantor, the Company or any Restricted
     Subsidiary of a voluntary case or proceeding under any applicable Federal
     or State bankruptcy, insolvency, reorganization or other similar law or of
     any other case or proceeding to be adjudicated a bankrupt or insolvent, or
     the consent by it to the entry of a decree or order for relief in respect
     of the Guarantor, the Company or any Restricted Subsidiary in an
     involuntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency, reorganization or other similar law or to the
     commencement of any bankruptcy or insolvency case or proceeding against it,
     or the filing by it of a petition or answer or consent seeking
     reorganization or relief under any applicable Federal or State laws, or the
     consent by it to the filing of such petition or to the appointment of or
<PAGE>
 
                                                                              45

     taking possession by a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or similar official of the Guarantor, the Company or any
     Restricted Subsidiary or of any substantial part of its property, or the
     making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or the taking of corporate action by the Guarantor, the
     Company or any Restricted Subsidiary in furtherance of any such action; or

          (8) the Guarantee with respect to that series shall be held in any
     judicial proceeding to be unenforceable or invalid or shall cease for any
     reason to be in full force and effect with respect to the Guarantor or the
     Guarantor shall deny or disaffirm its obligations under the Guarantee; or

          (9) any other Event of Default provided with respect to Securities of
     that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

          At any time after such a declaration of acceleration with respect to
Securities of any series had been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee may rescind and annul such declaration and its consequences if

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

              (A) all overdue interest on all Securities of that series,
<PAGE>
 
                                                                              46

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

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities and

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

     and

          (2)  all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration have been
     cured or waived as provided in Section 513.

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

          Upon receipt by the Trustee of any declaration of acceleration, or
rescission and annulment thereof, with respect to Securities of a series all or
part of which is represented by one or more Global Notes, the Trustee shall
establish a record date for determining Holders of Outstanding Securities of
such series entitled to join in such declaration of acceleration, or rescission
and annulment, as the case may be, which record date shall be at the close of
business on the day the Trustee receives such declaration of acceleration, or
rescission and annulment, as the case may be.  The Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
join in such declaration of acceleration, or rescission and annulment, as the
case may be, whether or not such Holders remain Holders after such record date;
provided that unless such declaration of acceleration, or rescission and
--------                                                                
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having been obtained prior to the day which is 90 days
after such record date, such declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action by
any Holder be cancelled and of no further effect.  Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of
such 90-day period, a new declaration of acceleration, or rescission or
annulment thereof, as the case may be, that is identical to a declaration of
acceleration, or rescission or annulment thereof, which has been cancelled
pursuant to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 502.
<PAGE>
 
                                                                              47

Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee.

          The Company covenants that if

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

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

          (3)  default is made in the deposit of any sinking fund payment when
     and as due by the terms of a Security,

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

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

          If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.
<PAGE>
 
                                                                              48

Section 504.   Trustee May File Proofs of Claim.

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company or the Guarantor for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

          (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

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

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

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

Section 505.   Trustee May Enforce Claims Without Possession of Securities.

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment
<PAGE>
 
                                                                              49

shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506.   Application of Money Collected

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

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

          Second:  To the payment of the amounts then due and unpaid for
     principal of (and premium, if any) and interest on the Securities in
     respect of which or for the benefit of which such money has been collected,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities for principal (and premium, if
     any) and interest, respectively.

Section 507.   Limitation on Suits.

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

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

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

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

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

          (5)  no direction inconsistent with such written request has been
     given to the Trustee during such 60-day
<PAGE>
 
                                                                              50

     period by the Holders of a majority in principal amount of the Outstanding
     Securities of that series;

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

Section 508.   Unconditional Right of Holders to Receive Principal, Premium and
               Interest.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

Section 509.   Restoration of Rights and Remedies.

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

Section 510.   Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.
<PAGE>
 
                                                                              51

Section 511.   Delay or Omission Not Waiver.

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

Section 512.   Control by Holders.

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

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

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

          (3) subject to the provisions of Section 601, the Trustee shall have
     the right to decline to follow any such direction if the Trustee in good
     faith shall, by a Responsible Officer or Officers of the Trustee, determine
     that the proceeding so directed would involve the Trustee in personal
     liability.

          Upon receipt by the Trustee of any such direction with respect to
Securities of a series all or part of which is represented by one or more Global
Securities, the Trustee shall establish a record date for determining Holders of
Outstanding Securities of such series entitled to join in such direction, which
record date shall be at the close of business on the day the Trustee receives
such direction.  The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such direction,
whether or not such Holders remain Holders after such record date; provided that
                                                                   --------     
unless such majority in principal amount shall have been obtained prior to the
day which is 90 days after such record date, such direction shall automatically
and without further action by any Holder be cancelled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new direction identical to a
direction which has been cancelled pursuant to the preceding sentence, in which
event a new record date shall be established pursuant to the provisions of this
Section 512.
<PAGE>
 
                                                                              52

Section 513.   Waiver of Past Defaults.

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

          (1)  in the payment of the principal of (or premium, if any) or
     interest on any Security of such series, or

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

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder.  If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided that unless such majority in principal amount shall have been
      --------                                                              
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

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

Section 514.   Undertaking for Costs.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees 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 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after 
<PAGE>
 
                                                                              53

the Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 515.   Waiver of Stay or Extension Laws.

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


                                  ARTICLE SIX

                                  The Trustee


Section 601.  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 and shall be fully protected in acting, as to the truth
     of the statements and the correctness of the opinions expressed therein,
     upon certificates or opinions furnished to the Trustee and conforming to
     the requirements of this Indenture; but in the case of any such
     certificates or opinions which by any provision hereof are specifically
     required to be furnished to the Trustee, the Trustee shall be under a duty
     to examine the same to determine whether or not they conform to the
     requirements of this Indenture.

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

          (c)  No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that
<PAGE>
 
                                                                              54

          (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 of a majority in principal amount of the Outstanding
     Securities of any series, given pursuant to Section 512, relating to the
     time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Indenture with respect to the Securities of such
     series; and

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

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

Section 602.   Notice of Defaults.

          Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder actually known to a
Responsible Officer of the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
        --------  -------                                                      
of the principal of (or premium, if any) or interest on any Security of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
Holders of Securities of such series; and provided, further, that in the case of
                                          --------  -------                     
any default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.  For the purpose of this Section,
the term 
<PAGE>
 
                                                                              55

"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

Section 603.   Certain Rights of Trustee.

          Subject to the provisions of Section 601:

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

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

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

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

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

          (f)  the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and
<PAGE>
 
                                                                              56
     premises of the Company, personally or by agent or attorney; and

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

          (h)  In the event that the Trustee is also acting as a Paying Agent,
     Authenticating Agent, and/or Registrar hereunder, the rights and
     protections afforded to the Trustee pursuant to this Article Six shall also
     be afforded to such Paying Agent, Authenticating Agent, and/or Registrar.

Section 604.   Not Responsible for Recitals or Issuance of Securities.

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

Section 605.   May Hold Securities.

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

Section 606.   Money Held in Trust.

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

Section 607.   Compensation and Reimbursement.

          The Company agrees

          (1)  to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder
<PAGE>
 
                                                                              57


     (which compensation shall not be limited by any provision of law in regard
     to the compensation of a trustee of an express trust);

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

          (3)  to indemnify the Trustee and its officers, directors, employees
     and agents for, and to hold them harmless against, any loss, liability or
     expense incurred without negligence or bad faith on its part, arising out
     of or in connection with the acceptance or administration of the trust or
     trusts hereunder and in connection with the other transaction documents,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder and thereunder.

          As security for the performance of the obligations of the Company
under this Section the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of, premium, if any, or interest, if
any, on particular Securities.  The Company's obligations under this Section
6.07 shall survive the earlier resignation or removal of the Trustee or the
discharge of this Indenture.

Section 608.   Disqualification; Conflicting Interests.

          (a)  If the Trustee has or shall acquire any conflicting interest, as
     defined in this Section, with respect to the Securities of any series, it
     shall, within 90 days after ascertaining that it has such conflicting
     interest, either eliminate such conflicting interest or resign with respect
     to the Securities of that series in the manner and with the effect
     hereinafter specified in this Article.

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

          (c)  For the purposes of this Section, the Trustee shall be deemed to
     have a conflicting interest with respect to the Securities of any series if
<PAGE>
 
                                                                              58

          (1)  the Trustee is trustee under this Indenture with respect to
     the Outstanding Securities of any series other than that series or is
     trustee under another indenture under which any other securities, or
     certificates of interest or participation in any other securities, of the
     Company or the Guarantor are outstanding, unless such other indenture is a
     collateral trust indenture under which the only collateral consists of
     Securities issued under this Indenture, provided that there shall be
                                             --------                    
     excluded from the operation of this paragraph this Indenture with respect
     to the Securities of any series other than that series or any other
     indenture or indentures under which other securities, or certificates of
     interest or participation in other securities, of the Company or the
     Guarantor are outstanding, if

               (i)  this Indenture and such other indenture or indentures are
          wholly unsecured and such other indenture or indentures are hereafter
          qualified under the Trust Indenture Act, unless the Commission shall
          have found and declared by order pursuant to Section 305(b) or Section
          307(c) of the Trust Indenture Act that differences exist between the
          provisions of this Indenture with respect to Securities of that series
          and one or more other series or the provisions of such other indenture
          or indentures which are so likely to involve a material conflict of
          interest as to make it necessary in the public interest or for the
          protection of investors to disqualify the Trustee from acting as such
          under this Indenture with respect to the Securities of that series and
          such other series or under such other indenture or indentures, or

               (ii) the Company shall have sustained the burden of proving, on
          application to the Commission and after opportunity for hearing
          thereon, that trusteeship under this Indenture with respect to the
          Securities of that series and such other series or such other
          indenture or indentures is not so likely to involve a material
          conflict of interest as to make it necessary in the public interest or
          for the protection of investors to disqualify the Trustee from acting
          as such under this Indenture with respect to the Securities of that
          series and such other series or under such other indenture or
          indentures;

          (2)  the Trustee or any of its directors or executive officers is
     an obligor upon the Securities or an underwriter for the Company or the
     Guarantor;
<PAGE>
 
                                                                              59

               (3)  the Trustee directly or indirectly controls or is directly
     or indirectly controlled by or is under direct or indirect common control
     with the Company or the Guarantor or an underwriter for the Company or the
     Guarantor;

               (4)  the Trustee or any of its directors or executive officers is
     a director, officer, partner, employee, appointee or representative of the
     Company or the Guarantor, or of an underwriter (other than the Trustee
     itself) for the Company or the Guarantor who is currently engaged in the
     business of underwriting, except that (i) one individual may be a director
     or an executive officer, or both, of the Trustee and a director or an
     executive officer, or both, of the Company but may not be at the same time
     an executive officer of both the Trustee and the Company or the Guarantor;
     (ii) if and so long as the number of directors of the Trustee in office is
     more than nine, one additional individual may be a director or an executive
     officer, or both, of the Trustee and a director of the Company or the
     Guarantor; and (iii) the Trustee may be designated by the Company or the
     Guarantor or by any underwriter for the Company or the Guarantor to act in
     the capacity of transfer agent, registrar, custodian, paying agent, fiscal
     agent, escrow agent or depositary; or in any other similar capacity, or,
     subject to the provisions of paragraph (1) of this Subsection, to act as
     trustee, whether under an indenture or otherwise;

               (5)  10% or more of the voting securities of the Trustee is
     beneficially owned either by the Company or the Guarantor or by any
     director or executive officer thereof, or 20% or more of such voting
     securities is beneficially owned, collectively, by any two or more of such
     persons; or 10% or more of the voting securities of the Trustee is
     beneficially owned either by an underwriter for the Company or the
     Guarantor or by any director or executive officer thereof, or is
     beneficially owned, collectively, by any two or more such persons;

               (6)  the Trustee is the beneficial owner of, or holds as
     collateral security for an obligation which is in default (as hereinafter
     in this Subsection defined), (i) 5% or more of the voting securities, or
     10% or more of any other class of security, of the Company or the Guarantor
     not including the Securities issued under this Indenture and securities
     issued under any other indenture under which the Trustee is also trustee,
     or (ii) 10% or more of any class of security of an underwriter for the
     Company;

               (7)  the Trustee is the beneficial owner of, or holds as
     collateral security for an obligation which is 
<PAGE>
 
                                                                              60

     in default (as hereinafter in this Subsection defined), 5% or more of the
     voting securities of any person who, to the knowledge of the Trustee, owns
     10% or more of the voting securities of, or controls directly or indirectly
     or is under direct or indirect common control with, the Company or the
     Guarantor;

               (8)  the Trustee is the beneficial owner of, or holds as
     collateral security for an obligation which is in default (as hereinafter
     in this Subsection defined), 10% or more of any class of security of any
     person who, to the knowledge of the Trustee, owns 50% or more of the voting
     securities of the Company or the Guarantor; or

               (9)  the Trustee owns, on May 15 in any calendar year, in the
     capacity of executor, administrator, testamentary or inter vivos trustee,
     guardian, committee or conservator, or in any other similar capacity, an
     aggregate of 25% or more of the voting securities, or of any class of
     security, of any person, the beneficial ownership of a specified percentage
     of which would have constituted a conflicting interest under paragraph (6),
     (7) or (8) of this Subsection.  As to any such securities of which the
     Trustee acquired ownership through becoming executor, administrator or
     testamentary trustee of an estate which included them, the provisions of
     the preceding sentence shall not apply, for a period of two years from the
     date of such acquisition, to the extent that such securities included in
     such estate do not exceed 25% of such voting securities or 25% of any such
     class of security. Promptly after May 15 in each calendar year, the Trustee
     shall make a check of its holdings of such securities in any of the above-
     mentioned capacities as of such May 15.  If the Company or the Guarantor
     fails to make payment in full of the principal of (or premium, if any) or
     interest on any of the Securities when and as the same becomes due and
     payable, and such failure continues for 30 days thereafter, the Trustee
     shall make a prompt check of its holdings of such securities in any of the
     above-mentioned capacities as of the date of the expiration of such 30-day
     period, and after such date, notwithstanding the foregoing provisions of
     this paragraph, all such securities so held by the Trustee, with sole or
     joint control over such securities vested in it, shall, but only so long as
     such failure shall continue, be considered as though beneficially owned by
     the Trustee for the purposes of paragraphs (6), (7) and (8) of this
     Subsection.
<PAGE>
 
                                                                              61

          The specification of percentages in paragraphs (5) to (9), inclusive,
of this Subsection shall not be construed as indicating that the ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.

          For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

          (d)  For the purposes of this Section:

               (1) The term "underwriter", when used with reference to the
          Company, means every person who, within three years prior to the time
          as of which the determination is made, has purchased from the Company
          or the Guarantor, as the case may be, with a view to, or has offered
          or sold for the Company or the Guarantor, as the case may be, in
          connection with, the distribution of any security of the Company or
          the Guarantor, as the case may be, outstanding at such time, or has
          participated or has had a direct or indirect participation in any such
          undertaking, or has participated or has had a participation in the
          direct or indirect underwriting of any such undertaking, but such term
          shall not include a person whose interest was limited to a commission
          from an underwriter or dealer not in excess of the usual and customary
          distributors' or sellers' commission.

               (2) The term "director" means any director of a corporation or
          any individual performing similar functions with respect to any
          organization, whether incorporated or unincorporated.

               (3) The term "person" means an individual, a corporation, a
          partnership, an association, a joint-
<PAGE>
 
                                                                              62

          stock company, a trust, an unincorporated organization or a government
          or political subdivision thereof.  As used in this paragraph, the term
          "trust" shall include only a trust where the interest or interests of
          the beneficiary or beneficiaries are evidenced by a security.

               (4) The term "voting security" means any security presently
          entitling the owner or holder thereof to vote in the direction or
          management of the affairs of a person, or any security issued under or
          pursuant to any trust, agreement or arrangement whereby a trustee or
          trustees or agent or agents for the owner or holder of such security
          are presently entitled to vote in the direction or management of the
          affairs of a person.

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

               (6) The term "executive officer" means the president, every vice
          president, every trust officer, the cashier, the secretary and the
          treasurer of a corporation, and any individual customarily performing
          similar functions with respect to any organization whether
          incorporated or unincorporated, but shall not include the chairman of
          the board of directors.

          (e) The percentages of voting securities and other securities
     specified in this Section shall be calculated in accordance with the
     following provisions:

               (1) A specified percentage of the voting securities of the
          Trustee, the Company, the Guarantor or any other person referred to in
          this Section (each of whom is referred to as a "person" in this
          paragraph) means such amount of the outstanding voting securities of
          such person as entitles the holder or holders thereof to cast such
          specified percentage of the aggregate votes which the holders of all
          the outstanding voting securities of such person are entitled to cast
          in the direction or management of the affairs of such person.

               (2) A specified percentage of a class of securities of a person
          means such percentage of the aggregate amount of securities of the
          class outstanding.

               (3) The term "amount", when used in regard to securities, means
          the principal amount if relating to evidences of indebtedness, the
          number of shares if relating to capital shares and the number of units
          if relating to any other kind of security.
<PAGE>
 
                                                                              63

               (4)  The term "outstanding" means issued and not held by or for
          the account of the issuer.  The following securities shall not be
          deemed outstanding within the meaning of this definition:

                    (i)   securities of an issuer held in a sinking fund
               relating to securities of the issuer of the same class;

                    (ii)  securities of an issuer held in a sinking fund
               relating to another class of securities of the issuer, if the
               obligation evidenced by such other class of securities is not in
               default as to principal or interest or otherwise;

                    (iii) securities pledged by the issuer thereof as security
               for an obligation of the issuer not in default as to principal or
               interest or otherwise; and

                    (iv)  securities held in escrow if placed in escrow by the
               issuer thereof;

          provided, however, that any voting securities of an issuer shall be
          --------  -------                                                  
          deemed outstanding if any person other than the issuer is entitled to
          exercise the voting rights thereof.

               (5)  A security shall be deemed to be of the same class as anothe
          security if both securities confer upon the holder or holders thereo
          substantially the same rights and privileges; provided, however, that,
                                                        --------  -------
          in the case of secured evidences of indebtedness, all of which are
          issued under a single indenture, differences in the interest rates or
          maturity dates of various series thereof shall not be deemed
          sufficient to constitute such series different classes and provided,
                                                                     -------- 
          further, that, in the case of unsecured evidences of indebtedness,
          -------                                                           
          differences in the interest rates or maturity dates thereof shall not
          be deemed sufficient to constitute them securities of different
          classes, whether or not they are issued under a single indenture.

 Section 609.   Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $100,000,000 subject to supervision or examination by Federal or
State authority.  If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for 
<PAGE>
 
                                                                              64

the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

 Section 610.    Resignation and Removal; Appointment of Successor.

            (a)  No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

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

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

             (d) If at any time:

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

                 (2) the Trustee shall cease to be eligible under Section 609
          and shall fail to resign after written request therefor by the Company
          or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii)
<PAGE>
 
                                                                              65

subject to Section 514, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

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

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

 Section 611.   Acceptance of Appointment by Successor.

            (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument
<PAGE>
 
                                                                              66

accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee
respect to the securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
trust and that each such Trustee shall be trustee of a trust hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.

          (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all
<PAGE>
 
                                                                              67

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

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

Section 612.  Merger, Conversion, Consolidation or Succession to Business.

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

 Section 613.  Preferential Collection of Claims Against Company.

            (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 four months prior to a default, as defined in Subsection (c)
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 four months' 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 claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four months'
     period, or an amount equal to the proceeds of any such property, if
<PAGE>
 
                                                                              68

     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 Act or applicable State 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 four months' period;

          (C) to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such four
     months' 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 four months; orf

          (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 four months' 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 among
the Trustee, the Holders and the holders of other indenture securities in such
manner that the 
<PAGE>
 
                                                                              69

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 Act or applicable State 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 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 Act or applicable State 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 the 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 Act or applicable State 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 among the Trustee, 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 provisions of this paragraph as a mathematical
formula.

          Any Trustee which has resigned or been removed after the beginning of
such four months' 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 four months' 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 four months' period; and
<PAGE>
 
                                                                              70

          (ii)  such receipt of property or reduction of claim occurred within
     four 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 security 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 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; and

          (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 purposes 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
<PAGE>
 
                                                                              71

     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, negotiation
     or incurring of the draft, bill of exchange, acceptance or obligation;

          (5) the term "Company" means any obligor upon the Securities; and

          (6) the term "Federal Bankruptcy Act" means the Bankruptcy Act or
     Title 11 of the United States Code.

 Section 614.  Appointment of Authenticating Agent.

          At any time when any of the Securities remains Outstanding the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having
<PAGE>
 
                                                                              72

a combined capital and surplus of not less than $100,000,000 and subject to
supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

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

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

            If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:
<PAGE>
 
                                                                              73

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

                                            THE CHASE MANHATTAN BANK, as Trustee


                                            By__________________________________
                                              As Authenticating Agent


                                            By__________________________________
                                              Authorized Signatory

 Section 615.  Investment of Certain Payments Held by the Trustee.

            Any amounts deposited by the Company or the Guarantor and held by
the Trustee hereunder, other than pursuant to Section 403 or Section 1010
hereof, shall be invested by the Trustee from time to time at the written
direction of the Company or the Guarantor (as applicable) in such investments as
may be specified by the Company or the Guarantor (as applicable) and reasonably
agreed to by the Trustee from time to time; provided that no amounts deposited
                                            --------
in respect of any payment on a Security shall be invested in an investment that
matures after the due date of such payment and that the Trustee shall have no
liability to the Company or the Guarantor for any loss on such investments;
provided, further, that in investing trust funds pursuant to the terms of this
--------  -------                                                             
Section and liquidating any investments held in trust hereunder, the Trustee
may, to the extent permitted by law, purchase securities (including for the
purposes of this paragraph securities as to which the Trustee or a Trustee
Affiliate is the issuer or guarantor) from, and sell securities to, itself or
any Trustee Affiliate and purchase securities underwritten by, or in which a
market is made by, the Trustee or a Trustee Affiliate. For the purposes hereof,
a "Trustee Affiliate" shall mean an entity that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Trustee. Any income or gain realized as a result of any such
investment shall be promptly distributed (in no event later than the next
Business Day) to the Company after payment of any amounts required to be paid to
the Holders entitled thereto, except after the occurrence and during the
continuance of an Event of Default. The Trustee shall have no liability to the
Company or the Guarantor for the selection of investments or for any loss
resulting from any investment made in accordance with this Section, and shall
bear no expense in connection with any investment pursuant to this Section. The
Trustee shall have no liability in respect of losses incurred as a result of the
liquidation of any investments prior to its stated maturity or the failure of
the Company or the Guarantor to provide timely written investment directions.
Any such investment may be sold (without regard to maturity date) by the
<PAGE>
 
                                                                              74

Trustee whenever necessary to make any distribution required by this Indenture.

                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

 Section 701.  Company to Furnish Trustee Names and Addresses of Holders.

            The Company will furnish or cause to be furnished to the Trustee
with respect to Securities of each series

            (a) semi-annually, not more than 15 days after the Regular Record
     Date for the payment of interest in respect of the Securities of such
     series, and on dates to be determined pursuant to Section 301 with respect
     to Securities of any series which do not bear interest, a list, in such
     form as the Trustee may reasonably require, of the names and addresses of
     the Holders of such series as of a date not more than 15 days prior to the
     time such information is furnished, 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;

provided, however, that so long as the Trustee is the Security Registrar for a
--------  -------                                                             
particular series, no such list shall be required to be furnished with respect
to such series.

 Section 702.   Preservation of Information; Communications to Holders.

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

            (b) If three or more Holders (herein 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
<PAGE>
 
                                                                              75

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 702(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 702(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 appear in the information
preserved at the time by the Trustee in accordance with Section 702(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 interest 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 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, the Guarantor and the Trustee that neither the Company,
the Guarantor nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 702(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 702(b).
<PAGE>
 
                                                                              76

Section 703.   Reports by Trustee.

            (a) Within 60 days after May 15 of each year commencing with the
year 1999, but only upon the occurrence within the previous 12 months of any
events specified in TIA (S)313(a), 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 such May 15 with respect to:

            (1) its eligibility under Section 609 and its qualifications under
     Section 608, or in lieu thereof, if to the best of its knowledge it has
     continued to be eligible and qualified under said Sections, a written
     statement to such effect;

            (2) 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 Securities, 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 Securities
     Outstanding on the date of such report;

            (3) 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 613(b)(2), (3), (4)
     or (6);

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

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

            (6) 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 602.

            (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
<PAGE>
 
                                                                              77

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 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% or less of the principal amount of the Securities Outstanding 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 stock exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee in writing when any Securities are listed on any
stock exchange.

 Section 704.  Reports by Guarantor.

            Whether or not required by the rules and regulations of the
Commission, so long as any Securities are outstanding, the Guarantor shall
furnish to the Trustee (i) all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Guarantor were required to file such forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report thereon
by the Guarantor's certified independent accountants and (ii) all reports that
would be required to be filed with the Commission on Form 8-K if the Guarantor
were required to file such reports. In addition, whether or not required by the
rules and regulations of the Commission, the Guarantor shall file a copy of all
such information with the Commission for public availability (unless the
Commission will not accept such a filing) and shall promptly make such
information available to all securities analysts and prospective investors who
request it in writing. The Guarantor shall at all times comply with TIA (S)
314(a).
<PAGE>
 
                                                                              78

                                 ARTICLE EIGHT

             Consolidation, Merger, Conveyance, Transfer or Lease

 Section 801.   Company May Consolidate, Etc., Only on Certain Terms.

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

            (1) in case the Company shall consolidate with or merge into another
     corporation or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the corporation formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation
     organized and existing under the laws of the United States of America, any
     State thereof or the District of Columbia and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of (and premium, if any) and interest on all the Securities and
     the performance of every covenant of this Indenture on the part of the
     Company to be performed or observed;

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

            (3) if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the Company would
     become subject to a mortgage, pledge, lien, security interest or other
     encumbrance which would not be permitted by this Indenture, the Company or
     such successor corporation or Person, as the case may be, shall take such
     steps as shall be necessary effectively to secure the Securities equally
     and ratably with (or prior to) all indebtedness secured thereby; and

            (4) the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance, transfer or lease and, if a supplemental
     indenture is
<PAGE>
 
                                                                              79

     required in connection with such transaction, such supplemental indenture
     complies with this Article and that all conditions precedent herein
     provided for relating to such transaction have been complied with.

 Section 802.   Successor Corporation Substituted.

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


                                 ARTICLE NINE

                            Supplemental Indentures

 Section 901.   Supplemental Indentures Without Consent of Holders.

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

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

            (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company; or

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

            (4) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form,
<PAGE>
 
                                                                              80

     registrable or not registrable as to principal, and with or without
     interest coupons; or

            (5) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     --------                                                                
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

            (6) to secure the Securities pursuant to the requirements of Section
     1008 or otherwise; or

            (7) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

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

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

 Section 902.   Supplemental Indentures with Consent of Holders.

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

            (1) change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of the principal
     of an Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     502, or change any
<PAGE>
 
                                                                              81

     Place of Payment where, or the coin or currency in which, any Security or
     any premium or the interest thereon is payable, or impair the right to
     institute suit for the enforcement of any such payment on or after the
     Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date), or

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

          (3)  modify any of the provisions of this Section, Section 513 or
     Section 1012, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to require
              --------  -------
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1012, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611(b) and 901(8), or

          (4)  modify any of the substantive provisions of the Guarantees or
     release or discharge the Guarantor thereunder.

          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.

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

Section 903. Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this
<PAGE>
 
                                                                              82

Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
immunities or liabilities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

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

Section 905. Conformity with Trust Indenture Act.

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

Section 906. Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                   Covenants

Section 1001. Payment of Principal, Premium and Interest.

          The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

          The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the
<PAGE>
 
                                                                              83

Company in respect of the Securities of that series and this Indenture may be
served. The Trustee is hereby initially appointed Paying Agent, and the
principal Corporate Trust Office of the Trustee is initially designated as the
office or agency where Securities may be presented or surrendered for payment.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

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

Section 1003. Money for Securities Payments to Be Held in Trust.

          If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or 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 in writing
of its action or failure so to act.

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

          The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree 
<PAGE>
 
                                                                              84

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 (and
     premium, if any) or interest on Securities of that series in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

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

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

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

          Any money deposited with the Trustee or any Paying Agent, or received
by the Trustee in respect of obligations deposited with the Trustee pursuant to
Section 403 or 1010, or then held by the Company, in trust for the payment of
the principal of (and premium, if any) or interest on any Security of any series
and remaining unclaimed for two years after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such 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
and State 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 balance of such money then remaining will be
repaid to the Company.
<PAGE>
 
                                                                              85

Section 1004. Corporate Existence.

          Subject to Article Eight, each of the Company and the Guarantor will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that neither the Company nor the Guarantor shall
            --------  -------                                                  
be required to preserve any such right or franchise if its Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of its business and that the loss thereof is not disadvantageous in any
material respect to the Holders.

Section 1005. Maintenance of Properties.

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

Section 1006. Payment of Taxes and Other Claims.

          Each of the Guarantor and 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
Guarantor, the Company or any of their respective Subsidiaries or upon the
income, profits or property of the Guarantor, the Company or any or any of their
respective Subsidiaries, 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 the Guarantor or any or any of their respective Subsidiaries;
provided, however, that the Guarantor, the Company and such Subsidiary 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 1007. Limitation Upon Liens.

          (a)  Neither the Guarantor nor the Company shall, and the Guarantor
and the Company shall not permit any Restricted
<PAGE>
 
                                                                              86

Subsidiary to, create or suffer to exist any Lien to secure any Indebtedness of
the Guarantor, the Company or any Restricted Subsidiary on any property of or
any shares of equity interests or evidences of Indebtedness issued by the
Company, the Guarantor or any Restricted Subsidiary and owned by the Guarantor,
the Company or any Restricted Subsidiary, without making, or causing such
Restricted Subsidiary to make, effective provision to secure all of the
Securities issued hereunder and then outstanding by such Lien, equally and
ratably with any and all other such Indebtedness thereby secured, so long as
such other Indebtedness is so secured. The foregoing restrictions shall not
apply to Permitted Liens.

          (b)  Notwithstanding the provisions of subsection (a) of this Section
1007, the Guarantor, the Company or any Restricted Subsidiary may create or
suffer to exist Liens securing Indebtedness in addition to those permitted by
subsection (a) of this Section 1007, and renew, extend or replace such Liens
provided that, at the time such Indebtedness is incurred and after giving effect
--------                                                                        
thereto, Exempted Debt does not exceed 10% of Consolidated Stockholders Equity.

Section 1008. Limitation Upon Sale and Leaseback Transactions.

          (a)  Neither the Guarantor nor the Company will, and the Guarantor and
the Company will not permit any Restricted Subsidiary to, enter into any
arrangements with any Person providing for the leasing by the Guarantor, the
Company or any Restricted Subsidiary of any property or asset now owned or
hereafter acquired which has been or is to be sold or transferred by the
Guarantor, the Company or such Restricted Subsidiary to such Person with the
intention of taking back a lease of such property (a "Sale and Leaseback
Transaction"), unless the net proceeds of such sale or transfer have been
determined by the Board of Directors of the Company or the Guarantor (as
applicable) to be at least equal to the fair value of such property or asset at
the time of such sale and transfer and either (i) the Guarantor, the Company or
a Restricted Subsidiary applies or causes to be applied an amount equal to the
net proceeds of such sale or transfer, within 180 days of receipt thereof, to
the retirement or prepayment (other than any mandatory retirement or prepayment)
of Senior Funded Debt of the Guarantor, the Company or any Restricted Subsidiary
or to the purchase of property or assets to be used in the ordinary course of
business, or (ii) the Guarantor, the Company or such Restricted Subsidiary
would, on the effective date of such sale or transfer, be entitled, pursuant to
Section 1007 hereof, to issue, assume or guarantee Indebtedness secured by a
Lien upon such property or asset at least equal in amount to the Attributable
Debt in respect of such Sale and Leaseback Transaction without equally and
ratably securing the Securities having the benefit of Section 1007.  The
foregoing restriction shall not apply to any Sale and Leaseback Transaction (i)
between the Company and the Guarantor, between the Guarantor or the
<PAGE>
 
                                                                              87

Company and a Restricted Subsidiary, or between Restricted Subsidiaries,
provided that the lessor shall be the Guarantor, the Company or a Wholly-owned
--------                                                                      
Restricted Subsidiary or (ii) which has a lease of less than three years in
length.

          (b)  Notwithstanding the provisions of subsection (a) of this Section
1008, the Guarantor, the Company or any Restricted Subsidiary may enter into
Sale and Leaseback Transactions in addition to those permitted by paragraph (a)
of this Section 1008, and without any obligation to retire any Senior Funded
Debt of the Guarantor, the Company or a Restricted Subsidiary or to the purchase
of property or assets; provided that, at the time of entering into such Sale and
                       --------                                                 
Leaseback Transactions and after giving effect thereto, Exempted Debt does not
exceed 10% of Consolidated Stockholders Equity.

Section 1009. Restriction on Indebtedness of Restricted Subsidiaries.

          The Company and the Guarantor shall not permit any Restricted
Subsidiary to create, incur, issue, assume or guaranty any Funded Debt, except:
(i) Funded Debt outstanding on the date of the Indenture; (ii) Funded Debt
issued to and held by the Company, the Guarantor or a Wholly-owned Restricted
Subsidiary; (iii) Funded Debt created, incurred, issued, assumed or guaranteed
by a Person prior to the time (A) such Person became a Restricted Subsidiary,
(B) such Person merges into or consolidates with a Restricted Subsidiary, or (C)
a Restricted Subsidiary merges into or consolidates with such Person (in a
transaction in which such Person becomes a Restricted Subsidiary) in the case of
each of clauses (A), (B) and (C), which Funded Debt was not incurred in
anticipation of such transaction and was outstanding prior to such transaction;
(iv) Funded Debt incurred to provide funds for all or part of the cost of
acquisition, construction, development or improvement of property (including
shares of equity interests), provided that the commitment of the creditor to
                             --------                                       
extend the credit evidenced by such Funded Debt shall have been obtained not
later than 180 days after the later of (a) the completion of the acquisition,
construction, development or improvement of such property or (b) the placing in
operation of such property; (v) Funded Debt under the Canada Loan Agreement in a
principal amount not to exceed Can. $25,000,000; (vi) Funded Debt which is
exchanged for, or the proceeds of which are used to replace or refund, any
Funded Debt permitted to be outstanding pursuant to clauses (i) through (v)
above (or any extension or renewal thereof), in an aggregate principal amount
not to exceed the principal amount of the Indebtedness so exchanged, replaced or
refunded; (vii) Funded Debt not otherwise permitted pursuant to clauses (i)
through (v) above that, together with any other outstanding Funded Debt created,
incurred, issued, assumed or guaranteed pursuant to this clause (vii), has an
aggregate principal amount at any time outstanding that does not exceed 10% of
Consolidated Stockholders Equity; and (viii) Funded Debt which would be
permitted to be incurred under Section 1007(a).
<PAGE>
 
                                                                              88

Section 1010. Defeasance of Certain Obligations.

          If this Section is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Guarantor and the Company may omit
to comply with any term, provision or condition set forth in Sections 1007 to
1009, inclusive, with respect to the Securities of such series, provided that
                                                                --------     
the following conditions shall have been satisfied:

          (1)  With reference to this Section 1010, the Company has deposited or
     caused to be irrevocably deposited (except as provided in Section 403) with
     the Trustee as trust funds in trust, specifically pledged as security for,
     and dedicated solely to, the benefit of the Holders of such Securities (i)
     in the case of Securities of such series denominated in U.S. dollars, cash
     in U.S. dollars (or such other money or currencies as shall then be legal
     tender in the United States) and/or U.S. Government obligations, or (ii) in
     the case of Securities of such series denominated in a Foreign Currency
     (other than a basket currency), money and/or Foreign Government Securities
     in the same Foreign Currency, which through the payment of interest and
     principal in respect thereof, in accordance with their terms, will provide
     (and without reinvestment and assuming no tax liability will be imposed on
     such Trustee), not later than one day before the due date of any payment of
     money, an amount in cash, sufficient, in the opinion of a nationally
     recognized firm of independent certified public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge each installment of principal (and premium, if any) (including
     mandatory sinking fund or analogous payments) of and any interest on all
     the Securities of such series on the dates such installments of interest or
     principal are due;

          (2)  Such deposit shall not, in the Opinion of Counsel, cause the
     Trustee with respect to the Securities of such series to have a conflicting
     interest as defined in Section 608 and for purposes of the Trust Indenture
     Act with respect to the Securities of such 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 which with notice or lapse of time
     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;

          (5)  The Company has delivered to the Trustee an Opinion of Counsel to
     the effect that (x) Holders of the Securities of such series will not
     recognize income gain or
<PAGE>
 
                                                                              89

     loss for Federal income tax purposes as a result of such deposit and
     defeasance of certain obligations and will be subject to Federal income tax
     on the same amount and in the same manner and at the same times as would
     have been the case if such deposit and defeasance had not occurred and (y)
     upon the 91st day after the date of such deposit, the trust funds would not
     be subject to being characterized as a preference for Bankruptcy Law
     purposes; and

          (6)  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 defeasance contemplated by this Section have
     been complied with.

Section 1011. Statement by Officers as to Default.

          Each of the Guarantor and the Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Guarantor and the
Company ending after the date hereof, an Officers' Certificate stating whether
or not to the best knowledge of the signers thereof the Guarantor and the
Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture and if the Guarantor and the Company
shall be in default specifying all such defaults and the nature and status
thereof of which they may have knowledge.

Section 1012. Waiver of Certain Covenants.

          The Guarantor and the Company may omit in any particular instance to
comply with any term, provision or condition set forth in Sections 1005 to 1009,
inclusive, with respect to the Securities of any series if before the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Guarantor and
the Company and the duties of the Trustee in respect of any such term provision
or condition shall remain in full force and effect.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive compliance with any
covenant or condition hereunder. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to waive any such compliance, whether or not such Holders remain
Holders after such record date; provided that unless the Holders of at least a
                                --------                                      
majority in principal amount of the Outstanding Securities of such series shall
have waived such compliance prior
<PAGE>
 
                                                                              90

to the date which is 90 days after such record date, any such waiver previously
given shall automatically and without further action by any Holder be cancelled
and of no further effect.


                                ARTICLE ELEVEN

                           Redemption of Securities

Section 1101. Applicability of Article.

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

Section 1102. Election to Redeem: Notice to Trustee.

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

Section 1103. Selection by Trustee of Securities to Be Redeemed.

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

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

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of
<PAGE>
 
                                                                              91

Securities shall relate, in the case of any Securities redeemed or to be
redeemed only in part, to the portion of the principal amount of such Securities
which has been or is to be redeemed.

Section 1104.  Notice of Redemption.

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

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

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

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

          (5)  the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

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

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

Section 1105.  Deposit of Redemption Price.

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

Section 1106.  Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in 
<PAGE>
 
                                                                              92

the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date:
provided, however, that installments of interest whose Stated Maturity is on or
--------  -------                                     
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

Section 1107.  Securities Redeemed in Part.

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


                                ARTICLE TWELVE

                                 Sinking Funds

Section 1201.  Applicability of Article.

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

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment".  If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of
<PAGE>
 
                                                                              93

Securities of any series as provided for by the terms of Securities of such
series.

Section 1202.   Satisfaction of Sinking Fund Payments with Securities.

          The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such securities have not been previously so credited.
        --------                                                            
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 1203.   Redemption of Securities for Sinking Fund.

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


                               ARTICLE THIRTEEN

                                   Guarantee

Section 1301.   Guarantee.

          The Guarantor hereby unconditionally guarantees to each Holder of a
Security authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Securities or the obligations of the Company hereunder or
<PAGE>
 
                                                                              94

thereunder, that:  (a) the principal of, and premium, if any, and interest
(including additional amounts, if any) on the Securities will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of, premium, if any, and interest on the
Securities, if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Securities or any of such
other obligations, 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.  Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantor will be obligated to pay the same immediately.  The Guarantor hereby
agrees that its obligations hereunder shall be absolute and unconditional,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities 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 a guarantor other than the defense that
payment has been made or that the other relevant obligations have been paid or
performed.  The Guarantor hereby waives diligence, presentment, demand of
payment, claim of fraud, 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, protest, notice and all demands whatsoever and covenant
that this Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities and this Indenture.  If any Holder or
the Trustee is required by any court or otherwise to return to the Company or
Guarantor, or any Custodian, trustee, liquidator or other similar official
acting in relation to either the Company or Guarantor, any amount paid by either
to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.  The Guarantor agrees
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Five for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in
Article Five, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantor for the purpose of this Guarantee.  The
foregoing Guarantee shall rank pari passu with all other unsecured and
unsubordinated Indebtedness of the Guarantor.
<PAGE>
 
                                                                              95

          The Guarantor shall be subrogated to all rights of each Holder of any
Securities against the Company in respect of any amounts paid to the Holders by
the Guarantor pursuant to the provisions of this Guarantee; provided that the
                                                            --------         
Guarantor shall not be entitled to enforce, or to receive, any payments arising
out of or based upon, such right of subrogation until the principal of, premium,
if any, and interest (including additional amounts, if any) on all the
Securities shall have been paid in full and nothing remains owed to the Trustee
pursuant to this Indenture.

Section 1302.   Execution and Delivery of Guarantee.

          To evidence its Guarantee set forth in Section 1301 hereof, the
Guarantor hereby agrees that a notation of such Guarantee substantially in the
form of Exhibit A shall be endorsed (manually or by facsimile) by an officer of
the Guarantor on each Security authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of the Guarantor by its
Chairman, Vice Chairman, President, Chief Executive Officer or one of its Vice
Presidents and attested to by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary.

          The Guarantor hereby agrees that its Guarantee set forth in Section
1301 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation of such Guarantee.

          If an officer whose signature is on this Indenture or on the Guarantee
no longer holds that office at the time the Trustee authenticates the Security
on which a Guarantee is endorsed, the Guarantee shall be valid, binding and
enforceable nevertheless.

          The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantor.

Section 1303.   Guarantor May Consolidate, etc., on Certain Terms.

          The Guarantor shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, and the Guarantor shall not permit any Person to
consolidate with or merge into the Guarantor or convey, transfer or lease its
properties and assets substantially as an entirety to the Guarantor, unless:

          (1)  in case the Guarantor shall consolidate with or merge into
     another corporation or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the corporation formed by such
     consolidation or
<PAGE>
 
                                                                              96

     into which the Guarantor is merged or the Person which acquires by
     conveyance or transfer, or which leases, the properties and assets of the
     Guarantor substantially as an entirety shall be a corporation organized and
     existing under the laws of the United States of America, any State thereof
     or the District of Columbia or the British Virgin Islands and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the
     obligations under the Guarantee and the performance of every covenant of
     this Indenture on the part of the Guarantor to be performed or observed;

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

          (3)  if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the Guarantor would
     become subject to a mortgage, pledge, lien, security interest or other
     encumbrance which would not be permitted by this Indenture, the Guarantor
     or such successor corporation or Person, as the case may be, shall take
     such steps as shall be necessary effectively to secure the Securities
     equally and ratably with (or prior to) all indebtedness secured thereby;
     and

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

Section 1304.  [Intentionally omitted]

Section 1305.  Optional Tax Redemption.

          The Securities of any series may be redeemed at the option of the
Guarantor, in whole but not in part, upon not less than 30 nor more than 60
days' notice given as provided herein, at a redemption price equal to the
principal amount thereof (except for Securities issued at a price representing a
discount from the principal amount payable at maturity which may be redeemed at
the redemption price set forth in such Securities) plus accrued interest to the
date fixed for redemption if, as a result of any change in or amendment to the
laws or any regulations or ruling promulgated thereunder of any jurisdiction
<PAGE>
 
                                                                              97

(or of any political subdivision or taxing authority thereof or therein) in
which the Guarantor is resident for tax purposes, or any change in the official
application or interpretation of such laws, regulations or rulings, or any
change in the official application or interpretation of, or any execution of or
amendment to, any treaty or treaties affecting taxation to which such
jurisdiction (or such political subdivision or taxing authority) is a party (a
"Change in Tax Law"), which becomes effective on or after the original issue
date of such Securities, the Guarantor is or would be required on the next
succeeding Interest Payment Date to pay additional amounts with respect to the
Securities as described under Section 1306, and the payment of such additional
amounts cannot be avoided by the use of any reasonable measures available to the
Guarantor.
 
          The Securities of any series may also be redeemed at the option of the
Guarantor, in whole but not in part, upon not less than 30 days nor more than 60
days' notice given as provided herein at a redemption price equal to the
principal amount thereof (except for Securities issued at a price representing a
discount from the principal amount payable at maturity which may be redeemed at
the redemption price set forth in such Securities) plus accrued interest to the
date fixed for redemption if the Person formed by a consolidation or
amalgamation of the Guarantor or into which the Guarantor is merged or to which
the Guarantor conveys, transfers or leases its properties and assets
substantially as an entirety is required, as a consequence of such
consolidation, amalgamation, merger, conveyance, transfer or lease and as a
consequence of a Change in Tax Law occurring after the date of such
consolidation, amalgamation, merger, conveyance, transfer or lease, to pay
additional amounts (as described in Section 1306) in respect of any tax,
assessment or governmental charge imposed on any Holder.

     The Guarantor will also pay, or make available for payment, to Holders on
the redemption date any additional amounts (as described in Section 1306)
resulting from the payment of such redemption price.

Section 1306.   Payment of Additional Amounts.

          If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of any jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which the Guarantor is
resident for tax purposes shall at any time be required by such jurisdiction (or
any such political subdivision or taxing authority) in respect of any amounts to
be paid by the Guarantor under the Guarantee, the Guarantor will pay to each
Holder of Outstanding Securities as additional interest, such additional amounts
as may be necessary in order that the net amounts paid to such Holder who, with
respect to any such tax, assessment or other governmental charge, is not
resident in, or a citizen of, such jurisdiction, after such deduction or
withholding, shall be not less than the amount
<PAGE>
 
                                                                              98

to which such Holder is entitled; provided, however, the Guarantor shall not be
                                  --------  -------                            
required to make any payment of additional amounts for or on account of:

          (i)    Any tax, assessment or other governmental charge which would
     not have been imposed but for (a) the existence of any present or former
     connection between such Holder (or between a fiduciary, settlor,
     beneficiary, member or shareholder of such Holder, if such Holder is an
     estate, trust, partnership, limited liability company or corporation) and
     the taxing jurisdiction or any political subdivision or territory or
     possession thereof or area subject to its jurisdiction, including, without
     limitation, such Holder (or such fiduciary, settlor, beneficiary, member or
     shareholder) being or having been a citizen or resident thereof or being or
     having been present or engaged in trade or business therein or having had a
     permanent establishment therein or (b) the presentation of an Outstanding
     Security (where presentation is required) for payment on a date more than
     30 days after (x) the date on which such payment became due and payable or
     (y) the date on which payment thereof is duly provided for, whichever
     occurs later;

          (ii)   Any estate, inheritance, gift, sale, transfer, personal
     property or similar tax, assessment or other governmental charge;

          (iii)  Any tax, assessment or other governmental charge which is
     payable otherwise than by withholding from payment of (or in respect of)
     principal of, premium, if any, or any interest on, Outstanding Securities;

          (iv)   Any tax, assessment or other governmental charge that is
     imposed or withheld by reason of the failure to comply by the Holder or the
     beneficial owner of the Outstanding Security with a request of the
     Guarantor addressed to the Holder (a) to provide information, documents or
     other evidence concerning the nationality, residence or identity of the
     Holder or such beneficial owner or (b) to make and deliver any declaration
     or other similar claim (other than a claim for refund of a tax, assessment
     or other governmental charge withheld by the Guarantor) or satisfy any
     information or reporting requirements, which, in the case of (a) or (b), is
     required or imposed by a statute, treaty, regulation or administrative
     practice of the taxing jurisdiction as a precondition to exemption from all
     or part of such tax, assessment or other governmental charge, provided
                                                                   --------
     that, in the case of (b), the Holder is legally entitled to deliver such
     declaration or similar claim; or

          (v)    Any combination of items (i), (ii), (iii) and (iv) above;
<PAGE>
 
                                                                              99

nor shall additional amounts be paid with respect to any payment of the
principal of, or any premium or interest on, any Outstanding Security to any
Holder who is a fiduciary or partnership or limited liability company or other
than the sole beneficial owner of such payment to the extent such payment would
be required by the laws of any jurisdiction in which the Guarantor is resident
for tax purposes (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership, limited
liability company or beneficial owner who would not have been entitled to such
additional amounts had it been the Holder of such Outstanding Security.

Section 1307.   "Trustee" to Include Paying Agent.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article Thirteen shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Paying Agent
within its meaning as fully and for all intents and purposes as if such Paying
Agent were named in this Article Thirteen in place of the Trustee.

                               ARTICLE FOURTEEN

                    Immunity of Incorporators, Stockholders,
                       Officers, Directors and Employees

Section 1401.   Exemption from Individual Liability.

          No recourse under or upon any obligation, covenant or agreement of
this Indenture, or of any Security, or for any claim based thereon or otherwise
in respect thereof, shall be had against any incorporator, stockholder, officer,
director, or employee, as such, past, present or future, of the Company,
Guarantor or of any successor Person, either directly or through the Company or
the Guarantor, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations of the Company and the Guarantor as the case may be, and
that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers, directors, or employees,
as such, of the Company, the Guarantor or of any successor Person, or any of
them, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and all
such personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer, director, or employee, as such, because of
the creation 
<PAGE>
 
                                                                             100

of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issue of
such Securities.

                                ARTICLE FIFTEEN

                                 Miscellaneous

Section 1501.  Consent to Jurisdiction, Etc.

          (A)  Each of the parties hereto consents to the jurisdiction of and
venue in federal and state courts located in the Borough of Manhattan, City and
State of New York, over any suit, action or proceeding with respect to this
Indenture.

          (B)  The Guarantor hereby irrevocably and unconditionally designates
and directs Tommy Hilfiger U.S.A., Inc. with offices on the date hereof at 25
West 39th Street, New York, New York, as respective agent to receive service of
any and all process and documents on its respective behalf in any legal action
or proceeding referred to in paragraph (a) of this Article in the State of New
York and agrees that service upon such agent shall constitute valid and
effective service upon the Guarantor and that failure of Tommy Hilfiger U.S.A.,
Inc. to give any notice of such service to the Guarantor shall not affect or
impair in any way the validity of such service or of any judgment rendered in
any action or proceeding based thereon and agrees to appoint a successor agent
to receive service of process on or prior to the termination for any reason of
the appointment of Tommy Hilfiger U.S.A., Inc. (or any successor agent) as agent
to receive service of process.

          (C)  Each of the Guarantor and the Company hereby irrevocably and
unconditionally agrees that service of process in any such action or proceeding
may also be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the Guarantor,
c/o the Company, at 25 West 39th Street, New York, New York or to the Company at
25 West 39th Street, New York, New York.

          (D)  The provisions of this Article shall survive the termination of
this Indenture, in whole or in part.

                                    *  *   *

          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.
<PAGE>
 
                                                                             101

          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.

                              TOMMY HILFIGER U.S.A., INC.


                              By:    /s/ Benjamin M.T. Ng
                                    ---------------------
                                  Name: Benjamin M.T. Ng
                                  Title: Executive Vice President

Attest: /s/ Joseph Scirocco



                              TOMMY HILFIGER CORPORATION


                              By:    /s/ Benjamin M.T. Ng
                                    ---------------------
                                  Name: Benjamin M.T. Ng
                                  Title: Executive Vice President
                                         -Corporate Finance
Attest: /s/ Joseph Scirocco


                              THE CHASE MANHATTAN BANK, as Trustee


                              By:    /s/ Robert S. Peschler
                                    -----------------------
                                  Name: Robert S. Peschler
                                  Title: Trust Officer
Attest: /s/ Gemmel Richards
            Gemmel Richards
          Assistant Secretary
<PAGE>
 
                                   Exhibit A

                [FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]

                                   GUARANTEE

     Tommy Hilfiger Corporation, a corporation duly organized and existing under
the laws of the British Virgin Islands (herein called the "Guarantor", which
term includes any successor or additional Guarantor under the Indenture (the
"Indenture") referred to in the Security upon which this notation is endorsed)
(i) has unconditionally guaranteed, to the extent permitted by law, that (a) the
principal of, and premium, if any, and interest (including additional amounts,
if any) on the Securities will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest on the Securities, if any, if
lawful, and all other obligations of the Company to the Holders or the Trustee
will be promptly paid in full or performed, all in accordance with the terms
hereof and as set forth in the Indenture; and (b) in case of any extension of
time of payment or renewal of any Securities or any of such other obligations,
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.

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

     This Guarantee shall be binding upon the Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.

     This Guarantee shall not be valid or obligatory for any purpose with
respect to a Security until the certificate of authentication on the Security
upon which this Guarantee is noted shall have been executed by or on behalf of
the Trustee under the Indenture by the manual signature of one of its authorized
signatories.

                              TOMMY HILFIGER CORPORATION


                              By: ________________________
                                  Name:
                                  Title: