<PAGE>   1
                                                                   EXHIBIT 4.5

                                 INDENTURE

     INDENTURE dated as of December 1, 1995, between Telxon Corporation, a
Delaware corporation (hereinafter sometimes called the "Company", as more fully
set forth in Section 1.1), and Bank One Trust Company, N.A., a national banking
association duly organized and existing under the laws of the United States, as
trustee hereunder (hereinafter sometimes called the "Trustee", as more fully set
forth in Section 1.1).

                              W I T N E S S E T H:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its 5 3/4% Convertible Subordinated Notes due 2003 (hereinafter
sometimes called the "Notes"), in an aggregate principal amount not to exceed
$86,250,000 and, to provide the terms and conditions upon which the Notes are to
be authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture; and

     WHEREAS, the Notes, the certificate of authentication to be borne by the
Notes, a form of assignment, a form of option to elect repurchase upon a
Repurchase Event, a form of conversion notice and a certificate of transfer to
be borne by the Notes are to be substantially in the forms hereinafter provided
for; and

     WHEREAS, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee or a duly authorized
authenticating agent, as in this Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute these presents a valid
agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Notes are,
and are to be, authenticated, issued and delivered, and in consideration of the
premises and of the purchase and acceptance of the Notes by the holders thereof,
the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the Notes
(except as otherwise provided below), as follows:


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                                   ARTICLE I

                                  DEFINITIONS

     Section 1.1  DEFINITIONS.  The terms defined in this Section 1.1 (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.1.  All other
terms used in this Indenture that are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or unless the context otherwise requires) shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this Indenture. The
words "herein," "hereof," "hereunder," and words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
Subdivision.  The terms defined in this Article include the plural as well as
the singular.

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

     BANK ONE NOTE:  The term "Bank One Note" means that certain Business
Purpose Revolving Promissory Note, dated November 24, 1995, between the Company
and Bank One, Akron, N.A.

     BOARD OF DIRECTORS:  The term "Board of Directors" shall mean the Board of
Directors of the Company or a committee of such Board duly authorized to act for
it hereunder.

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

     CLOSING PRICE:  The term "Closing Price" shall have the meaning specified
in Section 15.5(g)(1).

     COMMISSION:  The term "Commission" shall mean the Securities and Exchange
Commission.


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     COMMON STOCK:  The term "Common Stock" shall mean any stock of any class of
the Company which has no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which is not subject to redemption by the Company.
Subject to the provisions of Section 15.6, however, shares issuable on
conversion of Notes shall include only shares of the class designated as common
stock of the Company at the date of this Indenture or shares of any class or
classes resulting from any reclassification or reclassifications thereof and
which have no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which are not subject to redemption by the Company; provided
that if at any time there shall be more than one such resulting class, the
shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

     COMPANY:  The term "Company" shall mean Telxon Corporation, a Delaware
corporation, and subject to the provisions of Article XII, shall include its
successors and assigns.

     CONVERSION PRICE:  The term "Conversion Price" shall have the meaning
specified in Section 15.4.

     CORPORATE TRUST OFFICE:  The term "Corporate Trust Office" or other similar
term, shall mean the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office is, at
the date as of which this Indenture is dated, located at 100 E. Broad Street,
8th Floor, Columbus, Ohio, 43271, Attention: Corporate Trust Division (Telxon
Corporation, 5 3/4% Convertible Subordinated Notes due 2003).

     CREDIT AGREEMENT:  The term "Credit Agreement" means that certain Amended
and Restated Credit, Term Loan and Security Agreement, dated March 31, 1995,
among Telxon Corporation, the Retail Technology Group, Inc., Teletransaction,
Inc., Itronix Corporation, Microoffice Systems Technology, Inc., and PTC Airco,
Inc., as borrowers (the "Borrowers"), the financial institutions named therein
(the "Lenders"), and The Bank of New York Commercial Corporation, as agent (the
"Agent"), as amended by Amendment 1 to the Amended and Restated Credit, Term
Loan and Security Agreement, dated June 16, 1995, among the Borrowers, Lenders
and Agent and Amendment 2 to the Amended and Restated Credit, Term Loan and
Security Agreement, dated December 12, 1995, among the Borrowers, Lenders and
Agent, as amended, amended and restated, supplemented or otherwise modified from
time to time.

     CUSTODIAN:  The term "Custodian" shall mean Bank One Trust Company, N.A.,
as custodian with respect to the Notes in global form, or any successor entity
thereto.


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     DEFAULT:  The term "default" shall mean any event that is, or after notice
or passage of time, or both, would be, an Event of Default.

     DEPOSITARY:  The term "Depositary" means, with respect to the Notes
issuable or issued in whole or in part in global form, the person specified in
Section 2.5(d) as the Depositary with respect to such Notes, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "Depositary" shall mean or include such
successor.

     DESIGNATED SENIOR INDEBTEDNESS:  The term "Designated Senior Indebtedness"
means the Credit Agreement, the Bank One Note and any other Senior Indebtedness
if the instrument creating or evidencing the same or the assumption or guarantee
thereof (or related agreements or documents to which the Company is a party)
expressly provides that such Indebtedness shall be "Designated Senior
Indebtedness" for purposes of this Indenture (provided that such instrument,
agreement or other document may place limitations and conditions on the right of
such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness).

     EXCHANGE ACT:  The term "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder,
as in effect from time to time.

     EVENT OF DEFAULT:  The term "Event of Default" shall mean any event
specified in Section 7.1(a), (b), (c), (d), (e) or (f).

     INDEBTEDNESS:  The term "Indebtedness" means, with respect to any Person,
and without duplication, (a) all indebtedness, obligations and other liabilities
(contingent or otherwise) of such Person for borrowed money (including
obligations of the Company in respect of overdrafts, foreign exchange contracts,
currency exchange agreements, interest rate protection agreements, and any loans
or advances from banks, whether or not evidenced by notes or similar
instruments) or evidenced by bonds, debentures, notes or similar instruments
(whether or not the recourse of the lender is to the whole of the assets of such
Person or to only a portion thereof) (other than any account payable or other
accrued current liability or obligation incurred in the ordinary course of
business in connection with the obtaining of materials or services), (b) all
reimbursement obligations and other liabilities (contingent or otherwise) of
such Person with respect to letters of credit, bank guarantees or bankers'
acceptances, (c) all obligations and liabilities (contingent or otherwise) in
respect of leases of such Person as lessee required, in conformity with
generally accepted accounting principles, to be accounted for as capitalized
lease obligations on the balance sheet of such Person, and all obligations and
other liabilities (contingent or otherwise) under any lease or related document
(including a purchase agreement) in connection with any lease of real property
which provides that such Person is contractually obligated to purchase or cause
a third party to purchase the


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leased property and thereby guarantee a minimum residual value of the
leased property to the lessor and the obligations of such Person under such
lease or related document to purchase or to cause a third party to purchase such
leased property, (d) all obligations of such Person (contingent or otherwise)
with respect to an interest rate or other swap, cap or collar agreement or other
similar instrument or agreement or foreign currency hedge, exchange, purchase or
similar instrument or agreement, (e) all direct or indirect guaranties or
similar agreements by such Person in respect of, and obligations or liabilities
(contingent or otherwise) of such Person to purchase or otherwise acquire or
otherwise assure a creditor against loss in respect of, indebtedness,
obligations or liabilities of another Person of the kind described in clauses
(a) through (d), (f) any indebtedness or other obligations described in clauses
(a) through (d) secured by any mortgage, pledge, lien or other encumbrance
existing on property which is owned or held by such Person, regardless of
whether the indebtedness or other obligation secured thereby shall have been
assumed by such Person and (g) any and all deferrals, renewals, extensions and
refundings of, or amendments, modifications or supplements to, any indebtedness,
obligation or liability of the kind described in clauses (a) through (f).

     INDENTURE:  The term "Indenture" shall mean this instrument as originally
executed or, if amended or supplemented as herein provided, as so amended or
supplemented.

     INITIAL PURCHASERS:  The term "Initial Purchasers" means Hambrecht & Quist
LLC and Prudential Securities Incorporated.

     NEW RIGHTS PLAN:  The term "New Rights Plan" has the meaning specified in
Section 15.5(d).

     NOTE or NOTES:  The terms "Note" or "Notes" shall mean any Note or Notes,
as the case may be, authenticated and delivered under this Indenture.

     NOTEHOLDER or HOLDER:  The terms "Noteholder" or "holder" as applied to any
Note, or other similar terms (but excluding the term "beneficial holder"), shall
mean any person in whose name at the time a particular Note is registered on the
Note registrar's books.

     NOTE REGISTER:  The term "Note register" shall have the meaning specified
in Section 2.5.

     OFFICERS' CERTIFICATE:  The term "Officers' Certificate," when used with
respect to the Company, shall mean a certificate signed by both (a) the
President, the Chief Executive Officer, Executive or Senior Vice President or
any Vice President (whether or not designated by a number or numbers or word or
words added before or after the title "Vice President") and (b) by the Treasurer
or any Assistant Treasurer or Secretary or any Assistant Secretary of the
Company.


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     OPINION OF COUNSEL:  The term "Opinion of Counsel" shall mean an opinion in
writing signed by legal counsel, who may be an employee of or counsel to the
Company, or other counsel acceptable to the Trustee.

     OUTSTANDING:  The term "outstanding," when used with reference to Notes,
shall, subject to the provisions of Section 9.4, mean, as of any particular
time, all Notes authenticated and delivered by the Trustee under this Indenture,
except

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

          (b) Notes, or portions thereof, for the redemption of which monies in
     the necessary amount shall have been deposited in trust with the Trustee or
     with any paying agent (other than the Company) or shall have been set aside
     and segregated in trust by the Company (if the Company shall act as its own
     paying agent); provided that if such Notes are to be redeemed prior to the
     maturity thereof, notice of such redemption shall have been given as in
     Article III provided, or provision satisfactory to the Trustee shall have
     been made for giving such notice;

          (c) Notes in lieu of which, or in substitution for which, other Notes
     shall have been authenticated and delivered pursuant to the terms of
     Section 2.6 unless proof satisfactory to the Trustee is presented that any
     such Notes are held by bona fide holders in due course; and

          (d) Notes converted into Common Stock pursuant to Article XV and Notes
     deemed not outstanding pursuant to Article III or Article XVI.

     PAYMENT BLOCKAGE NOTICE:  The term "Payment Blockage Notice" has the
meaning specified in Section 4.2.

     PERSON:  The term "Person" shall mean a corporation, an association, a
partnership, an individual, a joint venture, a joint stock company, a trust, an
unincorporated organization or a government or an agency or a political
subdivision thereof.

     PORTAL MARKET:  The term "PORTAL Market" shall mean the Private Offerings,
Resales and Trading through Automated Linkages Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

     PREDECESSOR NOTE:  The term "Predecessor Note" of any particular Note shall
mean every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition, any
Note authenticated and delivered under Section 2.6 in lieu of a lost, destroyed
or stolen Note shall be deemed to evidence the same debt as the lost, destroyed
or stolen Note that it replaces.


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     QIB:  The term "QIB" shall mean a "qualified institutional buyer" as
defined in Rule 144A.

     REGISTRATION RIGHTS PLAN:  The term "Registration Rights Plan" means that
certain Registration Rights Plan, dated as of December 1, 1995, between the
Company and the Initial Purchasers.

     REGULATION S:  The term "Regulation S" shall mean Regulation S as
promulgated under the Securities Act.

     REPURCHASE EVENT:  The term "Repurchase Event" has the meaning specified in
Section 16.4.

     RESPONSIBLE OFFICER:  The term "Responsible Officer," when used with
respect to the Trustee, shall mean an officer of the Trustee in the Corporate
Trust Office assigned and duly authorized by the Trustee to administer its
corporate trust matters.

     RESTRICTED SECURITIES:  The term "Restricted Securities" has the meaning
specified in Section 2.5.

     RIGHTS PLAN:  The term "Rights Plan" means that certain Rights Plan, dated
as of August 25, 1987, between the Company and Society National Bank, as
successor in interest to AmeriTrust Company National Association, as amended,
supplemented or otherwise modified from time to time.

     RIGHTS:  The term "Rights" shall mean "Rights" as such term is defined in
the Rights Plan.

     RULE 144A:  The term "Rule 144A" shall mean Rule 144A as promulgated under
the Securities Act.

     SECURITIES ACT:  The term "Securities Act" shall mean the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.

     SENIOR INDEBTEDNESS: The term "Senior Indebtedness" means the principal of,
premium, if any, interest (including all interest accruing subsequent to the
commencement of any bankruptcy or similar proceeding, whether or not a claim for
post-petition interest is allowable as a claim in any such proceeding) and rent
payable on or in connection with, and all fees, costs, expenses and other
amounts accrued or due on or in connection with, Indebtedness of the Company,
whether outstanding on the date of this Indenture or thereafter created,
incurred, assumed, guaranteed or in effect guaranteed by the Company (including
all deferrals, renewals, extensions or refundings of, or amendments,
modifications or supplements to the foregoing), unless in the case of any
particular


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<PAGE>   8
Indebtedness the instrument creating or evidencing the same or the assumption
or guarantee thereof expressly provides that such Indebtedness shall not be
senior in right of payment to the Notes or expressly provides that such
Indebtedness is "pari passu" or "junior" to the Notes.  Notwithstanding the
foregoing, the term Senior Indebtedness shall not include (i) any Indebtedness
of the Company to any subsidiary of the Company, a majority of the voting stock
of which is owned, directly or indirectly, by the Company or (ii) the Company's
7 1/2% Convertible Subordinated Notes Due 2012.

     SUBSIDIARY:  The term "subsidiary" means, with respect to any person, (i)
any corporation, association or other business entity of which more than 50% of
the total voting power of shares of capital stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such person or one or more of the other subsidiaries of that
person (or a combination thereof) and (ii) any partnership (a) the sole general
partner or managing general partner of which is such person or a subsidiary of
such person or (b) the only general partners of which are such person or of one
or more subsidiaries of such person (or any combination thereof).

     TRADING DAY:  The term "Trading Day" shall have the meaning specified in
Section 15.5(g)(5).

     TRIGGER EVENT:  The term "Trigger Event" shall have the meaning specified
in Section 15.5(d).

     TRUST INDENTURE ACT:  The term "Trust Indenture Act" shall mean the Trust
Indenture Act of 1939, as amended, as it was in force at the date of execution
of this Indenture, except as provided in Sections 11.3 and 15.6; PROVIDED,
HOWEVER, that in the event the Trust Indenture Act of 1939 is amended after the
date hereof, the term "Trust Indenture Act" shall mean, to the extent required
by such amendment, the Trust Indenture Act of 1939 as so amended.

     TRUSTEE:  The term "Trustee" shall mean Bank One Trust Company, N.A. and
its successors and any corporation resulting from or surviving any consolidation
or merger to which it or its successors may be a party and any successor trustee
at the time serving as successor trustee hereunder.

     The definitions of certain other terms are as specified in Sections 2.5,
Article XV and Article XVI.


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                                   ARTICLE II

                  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                             AND EXCHANGE OF NOTES

     Section 2.1  DESIGNATION, AMOUNT AND ISSUE OF NOTES.  The Notes shall be
designated as "5 3/4% Convertible Subordinated Notes due 2003." Notes not to
exceed the aggregate principal amount of $75,000,000 (or $86,250,000 if the
over-allotment option set forth in Section 3(c) of the Placement Agreement dated
December 6, 1995 (as amended from time to time by the parties thereto) by and
between the Company and the Initial Purchasers is exercised in full) (except
pursuant to Sections 2.5, 2.6, 3.3, 15.2 and 16.2 hereof) upon the execution of
this Indenture, or from time to time thereafter, may be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the Company,
signed by its (a) Chairman of the Board, President, Executive or Senior Vice
President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "Vice President") and
(b) Treasurer or Assistant Treasurer or its Secretary or any Assistant
Secretary, without any further action by the Company hereunder.

     Section 2.2  FORM OF NOTES.  The Notes and the Trustee's certificate of
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A, which is incorporated in and made a part of this Indenture.

     Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage.

     Any Note in global form shall represent such of the outstanding Notes as
shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Notes from time to time endorsed thereon and
that the aggregate amount of outstanding Notes represented thereby may from time
to time be increased or reduced to reflect transfers or exchanges permitted
hereby. Any endorsement of a Note in global form to reflect the amount of any
increase or decrease in the amount of outstanding Notes represented thereby
shall be made by the Trustee or the Custodian, at the direction of the Trustee,
in such manner and upon instructions given by the holder of such Notes in
accordance with this Indenture.  Payment of principal of and interest and
premium, if any, on any Note in global form shall be made to the holder of such
Note.


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     The terms and provisions contained in the form of Note attached as Exhibit
A hereto shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

     Section 2.3  DATE AND DENOMINATION OF NOTES; PAYMENTS OF INTEREST.  The
Notes shall be issuable in registered form without coupons in denominations of
$1,000 principal amount and integral multiples thereof.  Every Note shall be
dated the date of its authentication, shall bear interest from the applicable
date in each case as specified on the face of the form of Note attached as
Exhibit A hereto.

     The person in whose name any Note (or its Predecessor Note) is registered
at the close of business on any record date with respect to any interest payment
date (including any Note that is converted after the record date and on or
before the interest payment date) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the cancellation of such
Note upon any transfer, exchange or conversion subsequent to the record date and
on or prior to such interest payment date; provided, that in the case of any
Note, or portion thereof, called for redemption on a redemption date or
repurchased in connection with a Repurchase Event on a Repurchase Date that is
after a record date and prior to (but excluding) the next succeeding interest
payment date, interest shall not be paid to the person in whose name the Note,
or portion thereof, is registered on the close of business on such record date
and the Company shall have no obligation to pay interest on such Note or such
portion except to the extent required to be paid upon redemption or repurchase
of such Note or portion thereof, as the case may be, pursuant to Section 3.3 or
16.2 hereof.  Interest may, at the option of the Company, be paid by check
mailed to the address of such person on the registry kept for such purposes;
PROVIDED that, with respect to any holder of Notes with an aggregate principal
amount equal to or in excess of $5,000,000, at the request of such holder in
writing to the Company (who shall then furnish written notice to such effect to
the Trustee), interest on such holder's Notes shall be paid by wire transfer
(the costs of such wire transfer to be borne by the Company) in immediately
available funds in accordance with the wire transfer instructions supplied by
such holder to the Trustee and paying agent (if different from the Trustee). The
term "record date" with respect to any interest payment date shall mean the
December 15 or June 15 preceding said January 1 or July 1, respectively.

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

     Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any said January 1 or July 1 (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Noteholder on the relevant
record date by virtue of his having been such Noteholder; and such Defaulted
Interest shall be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:


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<PAGE>   11
          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Notes (or their respective Predecessor
     Notes) are registered at the close of business on a special record date for
     the payment of such Defaulted Interest, which shall be fixed in the
     following manner.  The Company shall notify the Trustee in writing of the
     amount of Defaulted Interest to be paid on each Note and the date of the
     payment (which shall be not less than twenty-five (25) days after the
     receipt by the Trustee of such notice, unless the Trustee shall consent to
     an earlier date), and at the same time the Company shall deposit with the
     Trustee an amount of money equal to the aggregate amount to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Trustee for such deposit prior to the date of the proposed payment,
     such money when deposited to be held in trust for the benefit of the
     Persons entitled to such Defaulted Interest as in this clause provided.
     Thereupon the Trustee shall fix a special record date for the payment of
     such Defaulted Interest which shall be not more than fifteen (15) days and
     not less than ten (10) days prior to the date of the proposed payment and
     not less than ten (10) days after the receipt by the Trustee of the notice
     of the proposed payment.  The Trustee shall promptly notify the Company of
     such special record date and, in the name and at the expense of the
     Company, shall cause notice of the proposed payment of such Defaulted
     Interest and the special record date therefor to be mailed, first-class
     postage prepaid, to each Noteholder as of such special record date at his
     address as it appears in the Note register, not less than ten (10) days
     prior to such special record date.  Notice of the proposed payment of such
     Defaulted Interest and the special record date therefor having been so
     mailed, such Defaulted Interest shall be paid to the Persons in whose names
     the Notes (or their respective Predecessor Notes) were registered at the
     close of business on such special record date and shall no longer be
     payable pursuant to the following clause (2).

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

     Section 2.4  EXECUTION OF NOTES.  The Notes shall be signed in the name and
on behalf of the Company by the facsimile signature of its Chairman of the
Board, President, any Executive or Senior Vice President or any Vice President
(whether or not designated by a number or numbers or word or words added before
or after the title "Vice President") and attested by the facsimile signature of
its Secretary or any of its Assistant Secretaries (which may be printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise).  Only such
Notes as shall bear thereon a certificate of authentication


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<PAGE>   12
substantially in the form set forth on the form of Note attached as Exhibit A
hereto, manually executed by the Trustee (or an authenticating agent appointed
by the Trustee as provided by Section 17.11), shall be entitled to the benefits
of this Indenture or be valid or obligatory for any purpose.  Such certificate
by the Trustee (or such an authenticating agent) upon any Note executed by the
Company shall be conclusive evidence that the Note so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.

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

     Section 2.5  EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES: RESTRICTIONS
ON TRANSFER: DEPOSITARY.

          (a) The Company shall cause to be kept at the Corporate Trust Office a
     register (the register maintained in such office and in any other office or
     agency of the Company designated pursuant to Section 5.2 being herein
     sometimes collectively referred to as the "Note register") in which,
     subject to such reasonable regulations as it may prescribe, the Company
     shall provide for the registration of Notes and of transfers of Notes.  The
     Note register shall be in written form or in any form capable of being
     converted into written form within a reasonably prompt period of time.  The
     Trustee is hereby appointed "Note registrar" for the purpose of registering
     Notes and transfers of Notes as herein provided.  The Company may change
     the Note register or appoint one or more co-registrars in accordance with
     Section 5.2 without any prior notice to any holders, provided that a Note
     register shall be at all times maintained at the Corporate Trust Office.

          Upon surrender for registration of transfer of any Note to the Note
     registrar or any co-registrar, and satisfaction of the requirements for
     such transfer set forth in this Section 2.5, the Company shall execute, and
     the Trustee shall authenticate and deliver, in the name of the designated
     transferee or transferees, one or more new Notes of any authorized
     denominations and of a like aggregate principal amount and bearing such
     restrictive legends as may be required by this Indenture.

          Notes may be exchanged for other Notes of any authorized denominations
     and of a like aggregate principal amount, upon surrender of the Notes to be
     exchanged at any such office or agency maintained by the Company pursuant
     to


                                      -12-
<PAGE>   13
     Section 5.2.  Whenever any Notes are so surrendered for exchange, the
     Company shall execute, and the Trustee shall authenticate and deliver, the
     Notes which the Noteholder making the exchange is entitled to receive
     bearing registration numbers not contemporaneously outstanding.

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

          All Notes presented or surrendered for registration of transfer or for
     exchange, redemption or conversion shall (if so required by the Company or
     the Note registrar) be duly endorsed, or be accompanied by a written
     instrument or instruments of transfer in form satisfactory to the Company,
     and the Notes shall be duly executed by the Noteholder thereof or his
     attorney duly authorized in writing.

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

          Neither the Company nor the Trustee nor any Note registrar or any
     Company-registrar shall be required to exchange or register a transfer of
     (a) any Notes for a period of fifteen (15) days next preceding any
     selection of Notes to be redeemed or (b) any Notes or portions thereof
     called for redemption pursuant to Article III or (c) any Notes or portion
     thereof surrendered for conversion pursuant to Article XV.

          (b) So long as the Notes are eligible for book-entry settlement with
     the Depositary, unless otherwise required by law, all Notes to be traded on
     the PORTAL Market or to a Person who is not a U.S. Person (as defined in
     Regulation S) who is acquiring the Note in an offshore transaction (a
     "Non-U.S. Person") in accordance with Regulation S shall be represented by
     a Note in global form registered in the name of the Depositary or the
     nominee of the Depositary. The transfer and exchange of beneficial
     interests in such Note in global form, which does not involve the issuance
     of a Note in definitive form, shall be effected through the Depositary, in
     accordance with this Indenture (including the restrictions on transfer set
     forth herein) and the procedures of the Depositary therefor.

          At any time at the request of the beneficial holder of an interest in
     a Note in global form to obtain a Note in definitive form, such beneficial
     holder shall be entitled to obtain a definitive Note upon written request
     to the Trustee and the Custodian in accordance with the standing
     instructions and procedures existing


                                      -13-
<PAGE>   14
     between the Custodian and Depositary for the issuance thereof.  Upon
     receipt of any such request, the Trustee, or the Custodian at the direction
     of the Trustee, will cause, in accordance with the standing instructions
     and procedures existing between the Depositary and the Custodian, the
     aggregate principal amount of the Note in global form to be reduced by the
     principal amount of the definitive Note issued upon such request to such
     beneficial holder and, following such reduction, the Company will execute
     and the Trustee will authenticate and deliver to such beneficial holder (or
     its nominee) a definitive Note or Notes in the appropriate aggregate
     principal amount in the name of such beneficial holder (or its nominee) and
     bearing such restrictive legends as may be required by this Indenture.

          Any transfer of a beneficial interest in a Note in global form which
     cannot be effected through book-entry settlement must be effected by the
     delivery to the transferee (or its nominee) of a definitive Note or Notes
     registered in the name of the transferee (or its nominee) on the books
     maintained by the Note registrar in accordance with the transfer
     restrictions set forth herein. With respect to any such transfer, the
     Trustee, or the Custodian at the direction of the Trustee, will cause, in
     accordance with the standing instructions and procedures existing between
     the Depositary and the Custodian, the aggregate principal amount of the
     Note in global form to be reduced by the principal amount of the beneficial
     interest in the Note in global form being transferred and, following such
     reduction, the Company will execute and the Trustee will authenticate and
     deliver to the transferee (or such transferee's nominee, as the case may
     be), a Note or Notes in the appropriate aggregate principal amount in the
     name of such transferee (or its nominee) and bearing such restrictive
     legends as may be required by this Indenture.

          (c) So long as the Notes are eligible for book-entry settlement, or
     unless otherwise required by law, upon any transfer of a definitive Note to
     a QIB in accordance with Rule 144A or a Non-U.S. Person in accordance with
     Regulation S, and upon receipt of the definitive Note or Notes being so
     transferred, together with a certification from the transferor that the
     transferee is a QIB or a Non-U.S. Person (or other evidence satisfactory to
     the Trustee), the Trustee shall make, or direct the Custodian to make, an
     endorsement on the Note in global form to reflect an increase in the
     aggregate principal amount of the Notes represented by the Note in global
     form, and the Trustee shall cancel such definitive Note or Notes and cause,
     or direct the Custodian to cause, in accordance with the standing
     instructions and procedures existing between the Depositary and the
     Custodian, the aggregate principal amount of Notes represented by the Note
     in global form to be increased accordingly; provided that no definitive
     Note, or portion thereof, in respect of which the Company or an Affiliate
     of the Company held any beneficial interest shall be included in such Note
     in global form until such definitive Note is freely tradable in accordance
     with Rule 144(k); PROVIDED FURTHER that the Trustee shall


                                      -14-
<PAGE>   15
     issue Notes in definitive form upon any transfer of a beneficial
     interest in the Note in global form to the Company or an Affiliate of the
     Company.

          Any Note in global form may be endorsed with or have incorporated in
     the text thereof such legends or recitals or changes not inconsistent with
     the provisions of this Indenture as may be required by the Custodian, the
     Depositary or by the National Association of Securities Dealers, Inc. in
     order for the Notes to be tradeable on the PORTAL Market, or as may be
     required for the Notes to be tradeable on any other market developed for
     trading of securities pursuant to Rule 144A or Regulation S under the
     Securities Act or required to comply with any applicable law or any
     regulation thereunder or with the rules and regulations of any securities
     exchange or automated quotation system upon which the Notes may be listed
     or traded, or to conform with any usage with respect thereto, or to
     indicate any special limitations or restrictions to which any particular
     Notes are subject.

          (d) Every Note that bears or is required under this Section 2.5(d) to
     bear the legend set forth in this Section 2.5(d) (together with any Common
     Stock issued upon conversion of the Notes and required to bear the legend
     set forth in Section 2.5(e), collectively, the "Restricted Securities" or
     each individually, a "Restricted Security") shall be subject to the
     restrictions on transfer set forth in this Section 2.5(d) (including those
     set forth in the legend set forth below) unless such restrictions on
     transfer shall be waived by written consent of the Company, and the holder
     of each such Restricted Security, by such Noteholder's acceptance thereof,
     agrees to be bound by all such restrictions on transfer.  As used in
     Sections 2.5(d) and 2.5(e), the term "transfer" encompasses any sale,
     pledge, transfer or other disposition whatsoever of any legal or beneficial
     interest in any Restricted Security.

          Until three (3) years after the original issuance date of any Note,
     any certificate evidencing such Note (and all securities issued in exchange
     therefor or substitution thereof, other than Common Stock, if any, issued
     upon conversion thereof, which shall bear the legend set forth in Section
     2.5(e), if applicable) shall bear a legend in substantially the following
     form, unless otherwise agreed by the Company in writing, with written
     notice thereof to the Trustee:

          THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S.
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
          STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
          WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
          PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS
          ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
          "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
          SECURITIES ACT) OR


                                      -15-
<PAGE>   16
          (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
          501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL
          ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING
          THE NOTE EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION (2) AGREES THAT
          IT WILL NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE
          EVIDENCED HEREBY RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED
          HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE
          EXCEPT (A) TO TELXON CORPORATION OR ANY SUBSIDIARY THEREOF, (B) INSIDE
          THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
          WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
          TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
          FURNISHES TO BANK ONE TRUST COMPANY, N.A., AS TRUSTEE (OR A SUCCESSOR
          TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN
          REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
          TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE
          OBTAINED FROM THE SUCH TRUSTEE OR SUCCESSOR TRUSTEE), (D) OUTSIDE THE
          UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
          (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
          UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO A
          REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
          SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF
          SUCH TRANSFER) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
          WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
          PURSUANT TO CLAUSE 2(F) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF
          THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
          HEREBY WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH NOTE
          (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE), THE HOLDER MUST
          CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO
          THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO BANK ONE
          TRUST COMPANY, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
          APPLICABLE).  IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
          ACCREDITED INVESTOR OR A PURCHASER WHO IS NOT A U.S. PERSON, THE
          HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO BANK ONE TRUST


                                      -16-
<PAGE>   17
          COMPANY, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE),
          SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY
          REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
          PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THIS LEGEND WILL BE
          REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE EVIDENCED HEREBY
          PURSUANT TO CLAUSE 2(F) ABOVE OR THE EXPIRATION OF THREE YEARS FROM
          THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY.  AS USED HEREIN,
          THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
          HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
          ACT.

          Any Note (or security issued in exchange or substitution therefor) as
     to which such restrictions on transfer shall have expired in accordance
     with their terms may, upon surrender of such Note for exchange to the Note
     registrar in accordance with the provisions of this Section 2.5, be
     exchanged for a new Note or Notes, of like tenor and aggregate principal
     amount, which shall not bear the restrictive legend required by this
     Section 2.5(d).

          Notwithstanding any other provisions of this Indenture (other than the
     provisions set forth in this Section 2.5(d)), a Note in global form may not
     be transferred as a whole or in part except 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.

          The Depositary shall be a clearing agency registered under the
     Exchange Act. The Company initially appoints The Depository Trust Company
     to act as Depositary with respect to the Notes in global form.  Initially,
     the global Note shall be issued to the Depositary, registered in the name
     of Cede & Co., as the nominee of the Depositary, and deposited with the
     Custodian for Cede & Co.

          If at any time the Depositary for the Note in global form notifies the
     Company that it is unwilling or unable to continue as Depositary for the
     Note, the Company may appoint a successor Depositary with respect to such
     Note.  If a successor Depositary is not appointed by the Company within
     ninety (90) days after the Company receives such notice, the Company will
     execute, and the Trustee, upon receipt of an Officers' Certificate for the
     authentication and delivery of Notes, will authenticate and deliver, Notes
     in definitive form, in an aggregate principal


                                      -17-
<PAGE>   18
     amount equal to the principal amount of the Note in global form, in
     exchange for such Note in global form.

          If a definitive Note is issued in exchange for any portion of a Note
     in global form after the close of business at the office or agency where
     such exchange occurs on any record date and before the opening of business
     at such office or agency on the next succeeding interest payment date,
     interest will not be payable on such interest payment date in respect of
     such Note, but will be payable on such interest payment date only to the
     person to whom interest in respect of such portion of such Note in global
     form is payable in accordance with the provisions of this Indenture.

          Definitive Notes issued in exchange for all or a part of a Note in
     global form pursuant to this Section 2.5 shall be registered in such names
     and in such authorized denominations as the Depositary, pursuant to
     instructions from its direct or indirect participants or otherwise, shall
     instruct the Trustee. Upon execution and authentication, the Trustee shall
     deliver such definitive Notes to the persons in whose names such definitive
     Notes are so registered.

          At such time as all interests in a Note in global form have been
     redeemed, converted, repurchased, canceled, exchanged for definitive Notes,
     or transferred to a transferee who receives definitive Notes thereof, such
     Note in global form shall, upon receipt thereof, be canceled by the Trustee
     in accordance with standing procedures and instructions existing between
     the Depositary and the Custodian.  At any time prior to such cancellation,
     if any interest in a global Note is exchanged for definitive Notes,
     redeemed, converted, repurchased or canceled or transferred to a transferee
     who receives definitive Notes therefor or any definitive Note is exchanged
     or transferred for part of a Note in global form, the principal amount of
     such Note in global form shall, in accordance with the standing procedures
     and instructions existing between the Depositary and the Custodian, be
     appropriately reduced or increased, as the case may be, and an endorsement
     shall be made on such Note in global form, by the Trustee or the Custodian,
     at the direction of the Trustee, to reflect such reduction or increase.

          (e) Until three (3) years after the original issuance date of any
     Note, any stock certificate representing Common Stock issued upon
     conversion of such Note shall bear a legend in substantially the following
     form, unless such Common Stock has been sold pursuant to a registration
     statement that has been declared effective under the Securities Act (and
     which continues to be effective at the time of such transfer) or such
     Common Stock has been issued upon conversion of Notes that have been
     transferred pursuant to a registration statement that has been declared
     effective under the Securities Act, or unless otherwise agreed by the
     Company in writing with written notice thereof to the transfer agent:


                                      -18-
<PAGE>   19
          THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE
          REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY
          NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
          ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET FORTH IN THE
          FOLLOWING SENTENCE.  THE HOLDER HEREOF AGREES THAT, UNTIL THE
          EXPIRATION OF THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE UPON
          THE CONVERSION OF WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED,
          (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK
          EVIDENCED HEREBY EXCEPT (A) TO TELXON CORPORATION OR ANY SUBSIDIARY
          THEREOF, (B) INSIDE THE UNITED STATES TO A "QUALIFIED INSTITUTIONAL
          BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
          COMPLIANCE WITH RULE 144A, (C) INSIDE THE UNITED STATES TO AN
          INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),
          (2), (3) OR (7) UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH
          TRANSFER, FURNISHES TO SOCIETY NATIONAL BANK, AS TRANSFER AGENT (OR A
          SUCCESSOR TRANSFER AGENT, AS APPLICABLE), A SIGNED LETTER CONTAINING
          CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
          TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY (THE FORM OF WHICH
          LETTER CAN BE OBTAINED FROM SUCH TRANSFER AGENT (OR A SUCCESSOR
          TRANSFER AGENT, AS APPLICABLE)), (D) OUTSIDE THE UNITED STATES IN
          COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
          EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
          ACT (IF AVAILABLE), OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH
          HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH
          CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (2) PRIOR TO
          SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(F) ABOVE),
          IT WILL FURNISH SOCIETY NATIONAL BANK, AS TRANSFER AGENT (OR A
          SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
          OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM
          THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN
          A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
          SECURITIES ACT AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE
          COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN


                                      -19-
<PAGE>   20
          A TRANSFER PURSUANT TO CLAUSE 1(F) ABOVE) A NOTICE SUBSTANTIALLY TO
          THE EFFECT OF THIS LEGEND.  THIS LEGEND WILL BE REMOVED UPON THE
          EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT
          TO CLAUSE 1(E) OR CLAUSE 1(F) ABOVE OR THE EXPIRATION OF THREE YEARS
          FROM THE ORIGINAL ISSUANCE OF THE NOTE UPON THE CONVERSION OF WHICH
          THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED OR UPON THE EARLIER
          SATISFACTION OF SOCIETY NATIONAL BANK, AS TRANSFER AGENT (OR A
          SUCCESSOR TRANSFER AGENT, AS APPLICABLE), THAT THE COMMON STOCK HAS
          BEEN OR IS BEING OFFERED AND SOLD IN COMPLIANCE WITH RULE 904 UNDER
          THE SECURITIES ACT.  AS USED HEREIN, THE TERMS "UNITED STATES" AND
          "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
          THE SECURITIES ACT.

          Any such Common Stock as to which such restrictions on transfer shall
     have expired in accordance with their terms may, upon surrender of the
     certificates representing such shares of Common Stock for exchange in
     accordance with the procedures of the transfer agent for the Common Stock,
     be exchanged for a new certificate or certificates for a like number of
     shares of Common Stock, which shall not bear the restrictive legend
     required by this Section 2.5(e).

          (f) Any certificate evidencing a Note that has been transferred to an
     Affiliate of the Company within three years after the original issuance
     date of the Note, as evidenced by a notation on the Assignment Form for
     such transfer or in the representation letter delivered in respect thereof,
     shall, until three years after the last date on which the Company or any
     Affiliate of the Company was an owner of such Note, bear a legend in
     substantially the following form, unless otherwise agreed by the Company
     (with written notice thereof to the Trustee):

          THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S.
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
          STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
          WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
          PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS
          ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT RESELL OR
          OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON STOCK
          ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO TELXON CORPORATION
          OR ANY SUBSIDIARY THEREOF, (B) IN A TRANSACTION REGISTERED UNDER THE
          SECURITIES ACT OR (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
          PROVIDED


                                      -20-
<PAGE>   21
          BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) AND (2) THAT IT
          WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS
          TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  THIS
          LEGEND SHALL BE REMOVED UPON THE TRANSFER OF THE NOTE EVIDENCED HEREBY
          OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE PURSUANT TO
          THE IMMEDIATELY PRECEDING SENTENCE.  IF THE PROPOSED TRANSFER IS
          PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
          THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH
          BANK ONE TRUST COMPANY, N.A., AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
          APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
          AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
          BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
          SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  AS
          USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE
          MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

          Any stock certificate representing Common Stock issued upon conversion
     of such Note shall also bear a legend in substantially the form indicated
     above, unless otherwise agreed by the Company (with written notice thereof
     to the Trustee).

          (g) Notwithstanding any provision of Section 2.5 to the contrary, in
     the event Rule 144(k) as promulgated under the Securities Act (or any
     successor rule) is amended to shorten the three-year period under Rule
     144(k) (or the corresponding period under any successor rule), then in that
     event, from and after receipt by the Trustee of the Officers' Certificate
     and Opinion of Counsel provided for in this Section 2.5(g), (i) the
     references in the first sentence of the second paragraph of Section 2.5(d)
     to "three (3) years" and in the restrictive legend set forth in such
     paragraph to "THREE YEARS" shall be deemed for all purposes hereof to be
     references to such shorter period, (ii) the references in the first
     paragraph of Section 2.5(e) to "three (3) years" and in the restrictive
     legend set forth in such paragraph to "THREE YEARS" shall be deemed for all
     purposes hereof to be references to such shorter period and (iii) all
     corresponding references in the Notes and the restrictive legends thereon
     (including the restrictive legends on any Common Stock issuable upon
     conversion of the Notes) shall be deemed for all purposes hereof to be
     references to such shorter period, provided that such changes shall not
     become effective if they are otherwise prohibited by, or would otherwise
     cause a violation of, the then-applicable federal securities laws.  As soon
     as practicable after the Company has knowledge of the effectiveness of any
     such amendment to shorten the three-year period under Rule 144(k) (or the


                                      -21-
<PAGE>   22
     corresponding period under any successor rule), unless such changes would
     otherwise be prohibited by, or would otherwise cause a violation of, the
     then-applicable securities laws, the Company shall provide to the Trustee
     an Officers' Certificate and Opinion of Counsel informing the Trustee of
     the effectiveness of such amendment and the effectiveness of the foregoing
     changes to Sections 2.5(d) and 2.5(e) and the Notes.  This Section 2.5(g)
     shall apply to successive amendments to Rule 144(k) (or any successor rule)
     shortening the holding period thereunder.

     Section 2.6  MUTILATED, DESTROYED, LOST OR STOLEN NOTES.  In case any Note
shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its request the Trustee or an authenticating
agent appointed by the Trustee shall authenticate and deliver, a new Note,
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Note, or in lieu of and in substitution for the Note so
destroyed, lost or stolen.  In every case the applicant for a substituted Note
shall furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as may be required by them to
save each of them harmless for any loss, liability, cost or expense caused by or
connected with such substitution, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company, to the Trustee and, if
applicable, to such authenticating agent evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof.

     The Trustee or such authenticating agent may authenticate any such
substituted Note and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require. Upon the issuance of any substituted Note, the Company may
require from the holder of such Note the payment of a sum sufficient to cover
The Company's reasonable out-of-pocket expenses and any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Note which has matured or is about to
mature or has been called for redemption or is about to be converted into Common
Stock shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Note, pay or authorize the payment of or convert
or authorize the conversion of the same (without surrender thereof except in the
case of a mutilated Note), as the case may be, if the applicant for such payment
or conversion shall furnish to the Company, to the Trustee and, if applicable,
to such authenticating agent such security or indemnity as may be required by
them to save each of them harmless for any loss, liability, cost or expense
caused by or connected with such substitution, and, in case of destruction, loss
or theft, evidence satisfactory to the Company, the Trustee and, if applicable,
any paying agent or conversion agent of the destruction, loss or theft of such
Note and of the ownership thereof.


                                      -22-
<PAGE>   23
     Every substitute Note issued pursuant to the provisions of this Section 2.6
by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder.  To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion of mutilated,
destroyed, lost or stolen Notes and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment or conversion of negotiable
instruments or other securities without their surrender.

     Section 2.7  TEMPORARY NOTES.  Pending the preparation of definitive Notes,
the Company may execute and the Trustee or an authenticating agent appointed by
the Trustee shall, upon the written request of the Company, authenticate and
deliver temporary Notes (printed or lithographed).  Temporary Notes shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Notes, but with such omissions, insertions and variations as may be
appropriate for temporary Notes, all as may be determined by the Company. Every
such temporary Note shall be executed by the Company and authenticated by the
Trustee or such authenticating agent upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Notes.  Without unreasonable delay the Company will execute and deliver to the
Trustee or such authenticating agent definitive Notes (other than in the case of
Notes in global form) and thereupon any or all temporary Notes (other than any
such Note in global form) may be surrendered in exchange therefor, at each
office or agency maintained by the Company pursuant to Section 5.2 and the
Trustee or such authenticating agent shall authenticate and deliver in exchange
for such temporary Notes an equal aggregate principal amount of definitive
Notes.  Such exchange shall be made by the Company at its own expense and
without any charge therefor.  Until so exchanged, the temporary Notes shall in
all respects be entitled to the same benefits and subject to the same
limitations under this Indenture as definitive Notes authenticated and delivered
hereunder.

     Section 2.8  CANCELLATION OF NOTES PAID, ETC.  All Notes surrendered for
the purpose of payment, redemption, conversion, exchange or registration of
transfer, shall, if surrendered to the Company or any paying agent or any Note
registrar or any conversion agent, be surrendered to the Trustee and promptly
canceled by it (provided that in the case of any Note or portion thereof
submitted for repurchase, the Trustee shall not cancel such Note or portion
thereof until after the Repurchase Date), or, if surrendered to the Trustee,
shall be promptly canceled by it, and no Notes shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture.  The
Trustee shall destroy canceled Notes (unless the Company directs it to do
otherwise) and, after such destruction, shall, if requested by the Company,
deliver a certificate of such destruction to


                                      -23-
<PAGE>   24
the Company.  If the Company shall acquire any of the Notes, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Notes unless and until the same are delivered to the
Trustee for cancellation.


                                  ARTICLE III

                              REDEMPTION OF NOTES

     Section 3.1  REDEMPTION PRICES.  The Company may not redeem the Notes prior
to January 5, 1999.  At any time on or after January 5, 1999, the Company may,
at its option, redeem all or from time to time any part of the Notes on any date
prior to maturity, upon notice as set forth in Section 3.2, and at the optional
redemption prices set forth in the form of Note attached as Exhibit A hereto,
together with accrued interest to, but excluding, the date fixed for redemption.

     Section 3.2  NOTICE OF REDEMPTION: SELECTION OF NOTES.  In case the Company
shall desire to exercise the right to redeem all or, as the case may be, any
part of the Notes pursuant to Section 3.1, it shall fix a date for redemption
and it or, at its request, the Trustee in the name of and at the expense of the
Company, shall mail or cause to be mailed a notice of such redemption at least
30 and not more than 60 days prior to the date fixed for redemption to the
holders of Notes so to be redeemed as a whole or in part at their most recent
available addresses as the same appear on the Note register (provided that if
the Company shall give such notice, it shall also give written notice, and
written notice of the Notes to be redeemed, to the Trustee).  Such mailing shall
be by first class mail.  The notice if mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
holder receives such notice.  In any case, failure to give such notice by mail
or any defect in the notice to the holder of any Note designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Note.

     Each such notice of redemption shall specify the aggregate principal amount
of Notes to be redeemed, the date fixed for redemption, the redemption price at
which Notes are to be redeemed, the place or places of payment, that payment
will be made upon presentation and surrender of such Notes, that interest
accrued to the date fixed for redemption will be paid as specified in said
notice, and that on and after said date interest thereon or on the portion
thereof to be redeemed will cease to accrue.  Such notice shall also state the
current Conversion Price and the date on which the right to convert such Notes
or portions thereof into Common Stock will expire.  If fewer than all the Notes
are to be redeemed, the notice of redemption shall identify the Notes to be
redeemed.  In case any Note is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date


                                      -24-
<PAGE>   25
fixed for redemption, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be issued.

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.2, the Company will deposit with the Trustee
or with one or more paying agents (or, if the Company is acting as its own
paying agent, set aside, segregate and hold in trust as provided in Section 5.4)
an amount of money sufficient to redeem on the redemption date all the Notes (or
portions thereof) so called for redemption (other than those theretofore
surrendered for conversion into Common Stock) at the appropriate redemption
price, together with accrued interest to, but excluding, the date fixed for
redemption; PROVIDED that if such payment is made on the redemption date it must
be received by the Trustee or paying agent, as the case may be, by 10:00 a.m.
New York City time, on such date.  If any Note called for redemption is
converted pursuant hereto, any money deposited with the Trustee or any paying
agent or so segregated and held in trust for the redemption of such Note shall
be paid to the Company upon its written request, or, if then held by the
Company, shall be discharged from such trust.  If fewer than all the Notes are
to be redeemed, the Company will give the Trustee written notice in the form of
an Officers' Certificate not fewer than forty-five (45) days (or such shorter
period of time as may be acceptable to the Trustee) prior to the redemption date
as to the aggregate principal amount of Notes to be redeemed.

     If fewer than all the Notes are to be redeemed, the Trustee shall select
the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or
integral multiples thereof), by lot.  If any Note selected for partial
redemption is converted in part after such selection, the converted portion of
such Note shall be deemed (so far as may be) to be the portion to be selected
for redemption.  The Notes (or portions thereof) so selected shall be deemed
duly selected for redemption for all purposes hereof, notwithstanding that any
such Note is converted as a whole or in part before the mailing of the notice of
redemption.

     Upon any redemption of less than all Notes, the Company and the Trustee may
(but need not) treat as outstanding any Notes surrendered for conversion during
the period of fifteen (15) days next preceding the mailing of a notice of
redemption and may (but need not) treat as outstanding any Note authenticated
and delivered during such period in exchange for the unconverted portion of any
Note converted in part during such period.

     Section 3.3  PAYMENT OF NOTES CALLED FOR REDEMPTION.  If notice of
redemption has been given as above provided, the Notes or portion of Notes with
respect to which such notice has been given shall, unless converted into Common
Stock pursuant to the terms hereof, become due and payable on the redemption
date and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued to (but excluding) the date
fixed for redemption, and on and after said date (unless the


                                      -25-
<PAGE>   26
Company shall default in the payment of such Notes at the redemption price,
together with interest accrued to said date) interest on the Notes or portion
of Notes so called for redemption shall cease to accrue and such Notes shall
cease after the close of business on the Business Day next preceding the date
fixed for redemption to be convertible into Common Stock and, except as
provided in Sections 8.5 and 13.4, to be entitled to any benefit or security
under this Indenture, and the holders thereof shall have no right in respect of
such Notes except the right to receive the redemption price thereof and unpaid
interest to (but excluding) the date fixed for redemption.  On presentation and
surrender of such Notes at a place of payment in said notice specified, the
said Notes or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with interest accrued
thereon to (but excluding) the date fixed for redemption; PROVIDED that, if the
applicable redemption date is an interest payment date, the semi-annual payment
of interest becoming due on such date shall be payable to the holders of such
Notes registered as such on the relevant record date instead of the holders
surrendering such Notes for redemption on such date.

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

     Notwithstanding the foregoing, the Trustee shall not redeem any Notes or
mail any notice of optional redemption during the continuance of a default in
payment of interest or premium on the Notes or of any Event of Default of which,
in the case of any Event of Default other than under Sections 7.1(a) or 7.1(b),
a Responsible Officer of the Trustee has knowledge.  If any Note called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal and premium, if any, shall, until paid or duly provided for, bear
interest from the date fixed for redemption at the rate borne by the Note and
such Note shall remain convertible into Common Stock until the principal and
premium, if any, shall have been paid or duly provided for.

     Section 3.4  CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.  In connection
with any redemption of Notes, the Company may arrange for the purchase and
conversion of any Notes by an agreement with one or more investment bankers or
other purchasers to purchase such Notes by paying to the Trustee in trust for
the Noteholders, on or before the date fixed for redemption, an amount not less
than the applicable redemption price, together with interest accrued to (but
excluding) the date fixed for redemption, of such Notes.  Notwithstanding
anything to the contrary contained in this Article III, the obligation of the
Company to pay the redemption price of such Notes, together with interest
accrued to (but excluding) the date fixed for redemption, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers.  If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to the date fixed for redemption, any Notes not duly
surrendered for conversion by the holders


                                      -26-
<PAGE>   27
thereof may, at the option of the Company, be deemed, to the fullest extent
permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article XV) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the date fixed for redemption (and the right to convert any such
Notes shall be extended through such time), subject to payment of the above
amount as aforesaid.  At the direction of the Company, the Trustee shall hold
and dispose of any such amount paid to it in the same manner as it would monies
deposited with it by the Company for the redemption of Notes.  Without the
Trustee's prior written consent, no arrangement between the Company and such
purchasers for the purchase and conversion of any Notes shall increase or
otherwise affect any of the powers, duties, responsibilities or obligations of
the Trustee as set forth in this Indenture, and the Company agrees to indemnify
the Trustee from, and hold it harmless against, any loss, liability or expense
arising out of or in connection with any such arrangement for the purchase and
conversion of any Notes between the Company and such purchasers to which the
Trustee has not consented in writing, including the costs and expenses,
including reasonable legal fees, incurred by the Trustee in the defense of any
claim or liability arising out of or in connection with the exercise or
performance of any of its powers, duties, responsibilities or obligations under
this Indenture.


                                   ARTICLE IV

                             SUBORDINATION OF NOTES

     Section 4.1  AGREEMENT OF SUBORDINATION.  The Company covenants and agrees,
and each holder of Notes issued hereunder by his acceptance thereof likewise
covenants and agrees, that all Notes shall be issued subject to the provisions
of this Article IV; and each Person holding any Note, whether upon original
issue or upon transfer, assignment or exchange thereof, accepts and agrees to be
bound by such provisions.

     The payment of the principal of, premium, if any, and interest on all Notes
(including, but not limited to, the redemption price with respect to the Notes
called for redemption in accordance with Section 3.2 or submitted for repurchase
in accordance with Section 16.2, as the case may be, as provided in the
Indenture) issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, whether outstanding at the date of this
Indenture or thereafter incurred.

     No provision of this Article IV shall prevent the occurrence of any default
or Event of Default hereunder.

     Section 4.2  PAYMENTS TO NOTEHOLDERS.  No payment shall be made with
respect to the principal of, or premium, if any, or interest on the Notes
(including, but not limited to,


                                      -27-
<PAGE>   28
the redemption price with respect to the Notes to be called for redemption in
accordance with Section 3.2 or submitted for repurchase in accordance with
Section 16.2, as the case may be, as provided in the Indenture), except
payments and distributions made by the Trustee as permitted by the first or
second paragraph of Section 4.5, if:

          (i) a default in the payment of principal, premium, interest, rent or
     other obligations due on any Senior Indebtedness occurs and is continuing
     (or, in the case of Senior Indebtedness for which there is a period of
     grace, in the event of such a default that continues beyond the period of
     grace, if any, specified in the instrument or lease evidencing such Senior
     Indebtedness), unless and until such default shall have been cured or
     waived or shall have ceased to exist; or

          (ii)  a default, other than a payment default, on a Designated Senior
     Indebtedness occurs and is continuing that then permits holders of such
     Designated Senior Indebtedness to accelerate its maturity and the Trustee
     receives a notice of the default (a "Payment Blockage Notice") from a
     Person who may give it pursuant to Section 4.5 hereof.

     If the Trustee receives any Payment Blockage Notice pursuant to clause (ii)
above, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section unless and until (A) at least 365 days shall have elapsed since the
effectiveness of the immediately prior Payment Blockage Notice, and (B) all
scheduled payments of principal, premium, if any, and interest on the Notes that
have come due have been paid in full in cash.  No  nonpayment default that
existed or was continuing on the date of delivery of any Payment Blockage Notice
to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice.

     The Company may and shall resume payments on and distributions in respect
of the Notes upon the earlier of:

     (1)  the date upon which the default is cured or waived, or

     (2)  in the case of a default referred to in clause (ii) above, 179 days
pass after notice is received if the maturity of such Designated Senior
Indebtedness has not been accelerated,

unless this Article IV otherwise prohibits the payment or distribution at the
time of such payment or distribution.

     Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all


                                      -28-
<PAGE>   29
amounts due or to become due upon all Senior Indebtedness shall first be paid
in full in cash or other payment satisfactory to the holders of such Senior
Indebtedness, or payment thereof in accordance with its terms shall be provided
for in cash or other payment satisfactory to the holders of such Senior
Indebtedness before any payment is made on account of the principal of,
premium, if any, or interest on the Notes (except payments made pursuant to
Article XIII from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding-up, liquidation or
reorganization); and upon any such dissolution or winding-up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other
proceeding, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holders of the Notes or the Trustee would be entitled, except for the
provision of this Article IV, shall (except as aforesaid) be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, or by the holders of the
Notes or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, or
as otherwise required by law or a court order) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
Senior Indebtedness in full, in cash or other payment satisfactory to the
holders of such Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness, before
any payment or distribution is made to the holders of the Notes or to the
Trustee.

     For purposes of this Article IV, the words, "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article IV with respect to
the Notes to the payment of all Senior Indebtedness which may at the time be
outstanding; PROVIDED that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness (other than leases which are
not assumed by the Company or the new corporation, as the case may be) are not,
without the consent of such holders, altered by such reorganization or
readjustment.  The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article XII shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 4.2
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article XII.


                                      -29-
<PAGE>   30
     In the event of the acceleration of the Notes because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Notes in respect of the principal of, premium, if any, or interest on the
Notes (including, but not limited to, the redemption price with respect to the
Notes called for redemption in accordance with Section 3.2 or submitted for
repurchase in accordance with Section 16.2, as the case may be, as provided in
the Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 4.5, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness or such acceleration is rescinded in accordance
with the terms of this Indenture.  If payment of the Notes is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Indebtedness of the acceleration.

     In the event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing, shall be received by the Trustee or the
holders of the Notes before all Senior Indebtedness is paid in full in cash or
other payment satisfactory to the holders of such Senior Indebtedness, or
provision is made for such payment thereof in accordance with its terms in cash
or other payment satisfactory to the holders of such Senior Indebtedness, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or
other payment satisfactory to the holders of such Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness.

     Nothing in this Section 4.2 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.6.  This Section 4.2 shall be subject to
the further provisions of Section 4.5.

     Section 4.3  SUBROGATION OF NOTES.  Subject to the payment in full of all
Senior Indebtedness, the rights of the holders of the Notes shall be subrogated
to the extent of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article IV (equally and
ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to other indebtedness of the Company to substantially the
same extent as the Notes are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal, premium, if any, and
interest on the Notes shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to


                                      -30-
<PAGE>   31
the holders of the Senior Indebtedness of any cash, property or securities to
which the holders of the Notes or the Trustee would be entitled except for the
provisions of this Article IV, and no payments pursuant to the provisions of
this Article IV, to or for the benefit of the holders of Senior Indebtedness by
holders of the Notes or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness, and the holders of the
Notes, be deemed to be a payment by the Company to or on account of the Senior
Indebtedness; and no payments or distributions of cash, property or securities
to or for the benefit of the holders of the Notes pursuant to the subrogation
provisions of this Article IV, which would otherwise have been paid to the
holders of Senior Indebtedness shall be deemed to be a payment by the Company
to or for the account of the Notes.  It is understood that the provisions of
this Article IV are and are intended solely for the purposes of defining the
relative rights of the holders of the Notes, on the one hand, and the holders
of the Senior Indebtedness, on the other hand.

     Nothing contained in this Article IV or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Notes the principal of (and premium, if any) and interest on the
Notes as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Notes and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article IV of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article IV, the Trustee, subject to the provisions of Section 8.1, and the
holders of the Notes shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the holders of the Notes, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article IV.

     Section 4.4  AUTHORIZATION TO EFFECT SUBORDINATION.  Each holder of a Note
by the holder's acceptance thereof authorizes and directs the Trustee on the
holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article IV and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof


                                      -31-
<PAGE>   32
of debt in the form required in any proceeding referred to in the third
paragraph of Section 7.2 hereof at least 30 days before the expiration of the
time to file such claim, the holders of any Senior Indebtedness or their
representatives are hereby authorized to file an appropriate claim for and on
behalf of the holders of the Notes.

     Section 4.5  NOTICE TO TRUSTEE.  The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee and to any paying agent of any fact known to the Company which would
prohibit the making of any payment of monies to or by the Trustee or any paying
agent in respect of the Notes pursuant to the provisions of this Article IV.
Notwithstanding the provisions of this Article IV or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article IV,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company or a
holder or holders of Senior Indebtedness or from any trustee thereof; and before
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 8.1, shall be entitled in all respects to assume that no such facts
exist; PROVIDED that if on a date not fewer than one Business Day prior to the
date upon which by the terms hereof any such monies may become payable for any
purpose (including, without limitation, the payment of the principal of, or
premium, if any, or interest on any Note) the Trustee shall not have received,
with respect to such monies, the notice provided for in this Section 4.5, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such monies and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.

     Notwithstanding anything in this Article IV to the contrary, nothing shall
prevent (a) any payment by the Company or the Trustee to the Trustee or
Noteholders of amounts in connection with a redemption of Notes (including a
redemption pursuant to Section 3.5) if (i) notice of such redemption has been
given pursuant to Article III prior to the receipt by the Trustee of written
notice as aforesaid, and (ii) such notice of redemption is given not earlier
than sixty (60) days before the redemption date or (b) any payment by the
Trustee to the Noteholders of monies deposited with it pursuant to Section 13.1,
and any such payment shall not be subject to the provisions of Section 4.1 or
4.2.

     The Trustee, subject to the provisions of Section 8.1, shall be entitled to
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such notice has been given by a holder of Senior Indebtedness or
a trustee on behalf of any such holder or holders.  In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article IV, the Trustee may


                                      -32-
<PAGE>   33
request such person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such person, the extent
to which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such person under this Article
IV, and if such evidence is not furnished the Trustee may defer any payment to
such person pending judicial determination as to the right of such person to
receive such payment.

     Section 4.6  TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.  The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article IV in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in Section
8.13 or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article IV, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee.  The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 8.1, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to holders of Notes, the
Company or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article IV or otherwise.

     Section 4.7  NO IMPAIRMENT OF SUBORDINATION.  No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.

     Section 4.8  CERTAIN CONVERSIONS DEEMED PAYMENT.  For the purposes of this
Article IV only, (1) the issuance and delivery of junior securities upon
conversion of Notes in accordance with Article XV shall not be deemed to
constitute a payment or distribution on account of the principal of (or premium,
if any) or interest on Notes or on account of the purchase or other acquisition
of Notes, and (2) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion of a Note shall be
deemed to constitute payment on account of the principal of such Note. For the
purposes of this Section 4.8, the term "junior securities" means (a) shares of
any stock of any class of the Company, or (b) securities of the Company which
are subordinated in right of payment to all Senior Indebtedness which may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Notes are so
subordinated as provided in this Article.  Nothing contained


                                      -33-
<PAGE>   34
in this Article IV or elsewhere in this Indenture or in the Notes is intended
to or shall impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Noteholders, the right, which is absolute and
unconditional, of the Holder of any Note to convert such Note in accordance
with Article XV.

     Section 4.9  ARTICLE APPLICABLE TO PAYING AGENTS.  If at any time any
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article shall
(unless the context otherwise requires) be construed as extending to and
including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article in addition to or in
place of the Trustee; PROVIDED, HOWEVER, that the first paragraph of Section 4.5
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as paying agent.

     Section 4.10   SENIOR INDEBTEDNESS ENTITLED TO RELY.  The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon this Article IV, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders unless such holders shall have agreed in writing thereto.


                                   ARTICLE V

                      PARTICULAR COVENANTS OF THE COMPANY

     Section 5.1  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.  The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest on each of the Notes at the
places, at the respective times and in the manner provided herein and in the
Notes.  Each installment of interest on the Notes due on any semi-annual
interest payment date may be paid by mailing checks for the interest payable to
or upon the written order of the holders of Notes entitled thereto as they shall
appear on the registry books of the Company; provided, that; with respect to any
holder of Notes with an aggregate principal amount equal to or in excess of
$5,000,000, at the request of such holder in writing to the Company (who shall
then furnish notice to such effect to the Trustee), interest on such holder's
Notes shall be paid by wire transfer (the cost of such wire transfer to be borne
by the Company) in immediately available funds in accordance with the wire
transfer instructions supplied by such holder to the Trustee and paying agent
(if different from the Trustee).

     Section 5.2  MAINTENANCE OF OFFICE OR AGENCY.  The Company will maintain in
the Borough of Manhattan, The City of New York, an office or agency where the
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment or for conversion or redemption and where notices and
demands to or upon the Company in


                                      -34-
<PAGE>   35
respect of the Notes and this Indenture may be served.  The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency not designated or appointed by the Trustee.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office or agency of the Trustee in the Borough of Manhattan,
The City of New York.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; PROVIDED that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York, for such purposes.  The Company will give prompt written notice to
any such designation or rescission and of any change in the location of any such
other office or agency.

     The Company hereby initially designates the Trustee as paying agent, Note
registrar, Custodian and conversion agent, and the Corporate Trust Office of the
Trustee and the agency of the Trustee in the Borough of Manhattan, The City of
New York (which shall initially be First Chicago Trust Company of New York,
located at 14 Wall Street, 8th Floor, New York, New York, 10005), one such
office or agency of the Company for each of the aforesaid purposes.

     So long as the Trustee is the Note registrar, the Trustee agrees to mail,
or cause to be mailed, the notices set forth in Section 8.10(a) and the third
paragraph of Section 8.11.

     Section 5.3  APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE.  The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

     Section 5.4  PROVISIONS AS TO PAYING AGENT.

          (a) If the Company shall appoint a paying agent other than the
     Trustee, or if the Trustee shall appoint such a paying agent, it will cause
     such paying agent to execute and deliver to the Trustee an instrument in
     which such agent shall agree with the Trustee, subject to the provisions of
     this Section 5.4:

               (1)  that it will hold all sums held by it as such agent for the
          payment of the principal of and premium, if any, or interest on the
          Notes (whether such sums have been paid to it by the Company or by any
          other obligor on the Notes) in trust for the benefit of the holders of
          the Notes;


                                      -35-
<PAGE>   36
               (2)  that it will give the Trustee notice of any failure by the
          Company (or by any other obligor on the Notes) to make any payment of
          the principal of and premium, if any, or interest on the Notes when
          the same shall be due and payable; and

               (3)  that at any time during the continuance of an Event of
          Default, upon request of the Trustee, it will forthwith pay to the
          Trustee all sums so held in trust.

          The Company shall, on or before each due date of the principal of,
     premium, if any, or interest on the Notes, deposit with the paying agent a
     sum sufficient to pay such principal, premium, if any, or interest, and
     (unless such paying agent is the Trustee) the Company will promptly notify
     the Trustee of any failure to take such action; provided that if such
     deposit is made on the due date, such deposit shall be received by the
     paying agent by 10:00 a.m. New York City time, on such date.

          (b) If the Company shall act as its own paying agent, it will, on or
     before each due date of the principal of, premium, if any, or interest on
     the Notes, set aside, segregate and hold in trust for the benefit of the
     holders of the Notes a sum sufficient to pay such principal, premium, if
     any, or interest so becoming due and will notify the Trustee of any failure
     to take such action and of any failure by the Company (or any other obligor
     under the Notes) to make any payment of the principal of, premium, if any,
     or interest on the Notes when the same shall become due and payable.

          (c) Anything in this Section 5.4 to the contrary notwithstanding, the
     Company may, at any time, for the purpose of obtaining a satisfaction and
     discharge of this Indenture, or for any other reason, pay or cause to be
     paid to the Trustee all sums held in trust by the Company or any paying
     agent hereunder as required by this Section 5.4, such sums to be held by
     the Trustee upon the trusts herein contained and upon such payment by the
     Company or any paying agent to the Trustee, the Company or such paying
     agent shall be released from all further liability with respect to such
     sums.

          (d) Anything in this Section 5.4 to the contrary notwithstanding, the
     agreement to hold sums in trust as provided in this Section 5.4 is subject
     to Sections 13.3 and 13.4.

     Section 5.5  CORPORATE EXISTENCE.  Subject to Article XII, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence.


                                      -36-
<PAGE>   37
     Section 5.6  RULE 144A INFORMATION REQUIREMENT.  During the period
beginning on the latest date of the original issuance of the Notes and ending on
the date that is three years from such date, the Company covenants and agrees
that it shall, during any period in which it is not subject to Section 13 or
15(d) under the Exchange Act, make available to any holder or beneficial holder
of Notes or any Common Stock issued upon conversion thereof which continue to be
Restricted Securities in connection with any sale thereof and any prospective
purchaser of Notes or such Common Stock from such holder or beneficial holder,
the information required pursuant to Rule 144A(d)(4) under the Securities Act
upon the request of any holder or beneficial holder of the Notes or such Common
Stock and it will take such further action as any holder or beneficial holder of
such Notes or such Common Stock may reasonably request, all to the extent
required from time to time to enable such holder or beneficial holder to sell
its Notes or Common Stock without registration under the Securities Act within
the limitation of the exemption provided by Rule 144A, as such Rule may be
amended from time to time.  Upon the request of any holder or any beneficial
holder of the Notes or such Common Stock, the Company will deliver to such
holder a written statement as to whether it has complied with such requirements.

     Section 5.7  STAY, EXTENSION AND USURY LAWS.  The Company covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law or other law which would prohibit or forgive
the Company from paying all or any portion of the principal of or interest on
the Notes as contemplated herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the performance of this Indenture
and the Company (to the extent it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not, by
resort to any such law, 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 has been enacted.

     Section 5.8  RESALE OF CERTAIN NOTES.  During the period beginning on the
original issuance date of the Notes and ending on the date that is three years
from such date, the Company will not resell, and will use its reasonable efforts
to prevent any of its Affiliates from reselling, (x) any Notes which constitute
"restricted securities" under Rule 144 and (y) any securities into which such
Notes have been converted under this Indenture which constitute "restricted
securities" under Rule 144.


                                      -37-
<PAGE>   38
     Section 5.9  COMPLIANCE CERTIFICATE.  The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on March 31, 1996) an Officers'
Certificate stating whether or not the signers know of any Event of Default that
occurred during such period.  If such signers know of any Event of Default that
occurred during such period, such Officers' Certificate shall describe the Event
of Default and its status.


                                   ARTICLE VI

                       NOTEHOLDERS' LISTS AND REPORTS BY
                          THE COMPANY AND THE TRUSTEE

     Section 6.1  NOTEHOLDERS' LISTS.  The Company covenants and agrees that it
will furnish or cause to be furnished to the Trustee, semiannually, not more
than fifteen (15) days after each December 15 and June 15 in each year beginning
with June 15, 1996, and at such other times as the Trustee may request in
writing, within thirty (30) days after receipt by the Company of any such
request (or such lesser time as the Trustee may reasonably request in order to
enable it to timely provide any notice to be provided by it hereunder), a list
in such form as the Trustee may reasonably require of the names and addresses of
the holders of Notes as of a date not more than fifteen (15) days (or such other
date as the Trustee may reasonably request in order to so provide any such
notices) prior to the time such information is furnished, except that no such
list need be furnished so long as the Trustee is acting as Note registrar.

     Section 6.2  PRESERVATION AND DISCLOSURE OF LISTS.

          (a) The Trustee shall preserve, in as current a form as is reasonably
     practicable, all information as to the names and addresses of the holders
     of Notes contained in the most recent list furnished to it as provided in
     Section 6.1 or maintained by the Trustee in its capacity as Note registrar,
     if so acting.  The Trustee may destroy any list furnished to it as provided
     in Section 6.1 upon receipt of a new list so furnished.

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

          (c) Every Noteholder, by receiving and holding the same, agrees with
     the Company and the Trustee that neither the Company nor the Trustee nor
     any agent of either of them shall be held accountable by reason of any
     disclosure of


                                      -38-
<PAGE>   39
     information as to names and addresses of holders of Notes made pursuant to
     the Trust Indenture Act.

     Section 6.3  REPORTS BY TRUSTEE.

          (a) Within 60 days after May 15 of each year commencing with the year
     1996, the Trustee shall transmit to holders of Notes such reports dated as
     of May 15 of the year in which such reports are made concerning the Trustee
     and its actions under this Indenture as may be required pursuant to the
     Trust Indenture Act at the times and in the manner provided pursuant
     thereto.

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

     Section 6.4  REPORTS BY COMPANY.  The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act), and transmit to holders of Notes, such information,
documents and other reports and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act; PROVIDED that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.


                                  ARTICLE VII

                    REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                             ON AN EVENT OF DEFAULT

     Section 7.1  EVENTS OF DEFAULT.  In case one or more of the following
Events of Default (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) shall have occurred and be
continuing:

          (a) default in the payment of any installment of interest (including,
     without limitation, any interest payable as liquidated damages under the
     Registration Rights Agreement) upon any of the Notes as and when the same
     shall become due and payable, and continuance of such default for a period
     of thirty (30) days, whether or not such payment is permitted under Article
     IV hereof; or


                                      -39-
<PAGE>   40
          (b) default in the payment of the principal of and premium, if any, on
     any of the Notes as and when the same shall become due and payable either
     at maturity or in connection with any redemption pursuant to Article III or
     repurchase pursuant to Article XVI, by acceleration or otherwise, whether
     or not such payment is permitted under Article IV hereof; or

          (c) an event of default under the Indenture, dated June 1, 1987,
     between the Company and Society National Bank, as successor by merger to
     AmeriTrust Company National Association, that results in the Company's 7
     1/2% Convertible Subordinated Debentures due 2012 (the "Debentures")
     becoming due and payable prior to the scheduled maturity of the Debentures.

          (d) failure on the part of the Company duly to observe or perform any
     other of the covenants or agreements on the part of the Company in the
     Notes or in this Indenture (other than a covenant or agreement a default in
     whose performance or whose breach is elsewhere in this Section 7.1
     specifically dealt with) continued for a period of sixty (60) days after
     the date on which written notice of such failure, requiring the Company to
     remedy the same, shall have been given to the Company by the Trustee, or to
     the Company and a Responsible Officer of the Trustee by the holders of at
     least 25 percent in aggregate principal amount of the Notes at the time
     outstanding determined in accordance with Section 9.4; or

          (e) the Company shall commence a voluntary case or other proceeding
     seeking liquidation, reorganization or other relief with respect to itself
     or its debts under any bankruptcy, insolvency or other similar law now or
     hereafter in effect or seeking the appointment of a trustee, receiver,
     liquidator, custodian or other similar official of it or any substantial
     part of its property, or shall consent to any such relief or to the
     appointment of or taking possession by any such official in an involuntary
     case or other proceeding commenced against it, or shall make a general
     assignment for the benefit of creditors, or shall fail generally to pay its
     debts as they become due; or

          (f) an involuntary case or other proceeding shall be commenced against
     the Company seeking liquidation, reorganization or other relief with
     respect to it or its debts under any bankruptcy, insolvency or other
     similar law now or hereafter in effect or seeking the appointment of a
     trustee, receiver, liquidator, custodian or other similar official of it or
     any substantial part of its property, and such involuntary case or other
     proceeding shall remain undismissed and unstayed for a period of ninety
     (90) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 7.1(e) or (f)), unless the principal of all of the Notes shall have
already become due and payable, either the Trustee or the holders of not less
than 25 percent in aggregate


                                      -40-
<PAGE>   41
principal amount of the Notes then outstanding hereunder determined in
accordance with Section 9.4, by notice in writing to the Company (and to the
Trustee if given by Noteholders), may declare the principal of all the Notes
and the interest accrued thereon to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Notes contained to the contrary
notwithstanding.  In the event a declaration of acceleration because of an
Event of Default specified in Section 7.1(c) hereof has occurred and is
continuing, such declaration of acceleration shall be automatically annulled if
such default is cured or waived or the holders of the Debentures have rescinded
their declaration of acceleration in respect of such indebtedness within 60
days thereof and the Trustee has received written notice of such cure, waiver
or rescission and no other Event of Default described in Section 71(c) hereof
has occurred that has not been cured or waived within 60 days of the
declaration of such acceleration in respect thereof.  If an Event of Default
specified in Section 7.1(e) or (f) occurs, the principal of all the Notes and
the interest accrued thereon shall be immediately and automatically due and
payable without necessity of further action.  This provision, however, is
subject to the conditions that if, at any time after the principal of the Notes
shall have been so declared due and payable, and before any judgment or decree
for the payment of the monies due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all Notes and
the principal of and premium, if any, on any and all Notes which shall have
become due otherwise than by acceleration (with interest on overdue
installments of interest (to the extent that payment of such interest is
enforceable under applicable law) and on such principal and premium, if any, at
the rate borne by the Notes, to the date of such payment or deposit) and
amounts due to the Trustee pursuant to Section 8.6, and if any and all defaults
under this Indenture, other than the nonpayment of principal of and premium, if
any, and accrued interest on Notes which shall have become due by acceleration,
shall have been cured or waived pursuant to Section 7.7 -- then and in every
such case the holders of a majority in aggregate principal amount of the Notes
then outstanding, by written notice to the Company and to the Trustee, may
waive all defaults or Events of Default and rescind and annul such declaration
and its consequences; but no such waiver or rescission and annulment shall
extend to or shall affect any subsequent default or Event of Default, or shall
impair any right consequent thereon.  The Company shall notify a Responsible
Officer of the Trustee, promptly upon becoming aware thereof, of any Event of
Default.

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


                                      -41-
<PAGE>   42
     Section 7.2  PAYMENTS OF NOTES ON DEFAULT: SUIT THEREFOR.  The Company
covenants that (a) in case default shall be made in the payment of any
installment of interest upon any of the Notes as and when the same shall become
due and payable, and such default shall have continued for a period of thirty
(30) days, or (b) in case default shall be made in the payment of the principal
of or premium, if any, on any of the Notes as and when the same shall have
become due and payable, whether at maturity of the Notes or in connection with
any redemption, by or under this Indenture declaration or otherwise -- then,
upon demand of the Trustee, the Company will pay to the Trustee, for the benefit
of the holders of the Notes, the whole amount that then shall have become due
and payable on all such Notes for principal and premium, if any, or interest, or
both, as the case may be, with interest upon the overdue principal and premium,
if any, and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest at the rate borne by
the Notes; and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including reasonable compensation
to the Trustee, its agents, attorneys and counsel, and any expenses or
liabilities incurred by the Trustee hereunder other than through its negligence
or bad faith.  Until such demand by the Trustee, the Company may pay the
principal of and premium, if any, and interest on the Notes to the registered
holders, whether or not the Notes are overdue.

     In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the Notes
and collect in the manner provided by law out of the property of the Company or
any other obligor on the Notes wherever situated the monies adjudged or decreed
to be payable.

     In the case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Notes under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.2, shall
be entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal, premium, if
any, and interest owing and unpaid in respect of the Notes, and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents


                                      -42-
<PAGE>   43
as may be necessary or advisable in order to have the claims of the Trustee and
of the Noteholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Notes, its or their creditors, or its or their
property, and to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.6; and any receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Noteholders 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 Noteholders, to pay to the Trustee any amount
due it for reasonable compensation, expenses, advances and disbursements,
including counsel fees incurred by it up to the date of such distribution.  To
the extent that such payment of reasonable compensation, expenses, advances and
disbursements out of the estate in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, monies, securities and other
property which the holders of the Notes may be entitled to receive in such
proceedings, whether in liquidation or under any plan of reorganization or
arrangement or otherwise.

     All rights of action and of asserting claims under this Indenture, or under
any of the Notes, may be enforced by the Trustee without the possession of any
of the Notes, or the production thereof on any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Notes.

     In any proceedings brought by the Trustee (and in any proceedings involving
the interpretation of any provision of this Indenture to which the Trustee shall
be a party) the Trustee shall be held to represent all the holders of the Notes,
and it shall not be necessary to make any holders of the Notes parties to any
such proceedings.

     Section 7.3  APPLICATION OF MONIES COLLECTED BY TRUSTEE.  Any monies
collected by the Trustee pursuant to this Article VII shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon 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
     8.6;

          Second:  Subject to the provisions of Article IV, in case the
     principal of the outstanding Notes shall not have become due and be unpaid,
     to the payment of interest on the Notes in default in the order of the
     maturity of the installments of such interest, with interest (to the extent
     that such interest has been collected by


                                      -43-
<PAGE>   44
     the Trustee) upon the overdue installments of interest at the rate borne by
     the Notes, such payments to be made ratably to the persons entitled
     thereto;

          Third:  Subject to the provisions of Article IV, in case the principal
     of the outstanding Notes shall have become due, by declaration or
     otherwise, and be unpaid, to the payment of the whole amount then owing and
     unpaid upon the Notes for principal and premium, if any, and interest, with
     interest on the overdue principal and premium, if any, and (to the extent
     that such interest has been collected by the Trustee) upon overdue
     installments of interest at the rate borne by the Notes; and in case such
     monies shall be insufficient to pay in full the whole amounts so due and
     unpaid upon the Notes, then to the payment of such principal and premium,
     if any, and interest without preference or priority of principal and
     premium, if any, over interest, or of interest over principal and premium,
     if any, or of any installment of interest over any other installment of
     interest, or of any Note over any other Note, ratably to the aggregate of
     such principal and premium, if any, and accrued and unpaid interest; and

          Fourth:  Subject to the provisions of Article IV, to the payment of
     the remainder, if any, to the Company or any other person lawfully entitled
     thereto.

     Section 7.4  PROCEEDINGS BY NOTEHOLDER.  No holder of any Note shall have
any right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than 25 percent in aggregate
principal amount of the Notes then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for sixty (60) days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 7.7; it being understood and intended, and being expressly
covenanted by the taker and holder of every Note with every other taker and
holder and the Trustee, that no one or more holders of Notes 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 holder of
Notes, or to obtain or seek to obtain priority over or preference to any other
such holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Notes (except as otherwise provided herein). For the protection and enforcement
of this


                                      -44-
<PAGE>   45
Section 7.4, each and every Noteholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

     Notwithstanding any other provision of this Indenture and any provision of
any Note, the right of any holder of any Note to receive payment of the
principal of and premium, if any, and interest on such Note, on or after the
respective due dates expressed in such Note, or to institute suit for the
enforcement of any such payment on or after such respective dates against the
Company shall not be impaired or affected without the consent of such holder.

     Anything in this Indenture or the Notes to the contrary notwithstanding,
the holder of any Note, without the consent of either the Trustee or the holder
of any other Note, in his own behalf and for his own benefit, may enforce, and
may institute and maintain any proceeding suitable to enforce, his rights of
conversion as provided herein.

     Section 7.5  PROCEEDINGS BY TRUSTEE.  In case of an Event of Default the
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either by
suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

     Section 7.6  REMEDIES CUMULATIVE AND CONTINUING.  Except as provided in
Section 2.6, all powers and remedies given by this Article VII to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Notes to exercise any right or power accruing
upon any default or Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or any acquiescence therein; and, subject to the provisions of Section
7.4, every power and remedy given by this Article VII or by law to the Trustee
or to the Noteholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Noteholders.

     Section 7.7  DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF
NOTEHOLDERS.  The holders of a majority in aggregate principal amount of the
Notes at the time outstanding determined in accordance with Section 9.4 shall
have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided, however, that


                                      -45-
<PAGE>   46
(a) such direction shall not be in conflict with any rule of law or with this
Indenture, and (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.  The holders of a
majority in aggregate principal amount of the Notes at the time outstanding
determined in accordance with Section 9.4 may on behalf of the holders of all
of the Notes waive any past default or Event of Default hereunder and its
consequences except (i) a default in the payment of interest or premium, if
any, on, or the principal of, the Notes, (ii) a failure by the Company to
convert any Notes into Common Stock, (iii) a default in the payment of
redemption price pursuant to Article III or (iv) a default in respect of a
covenant or provisions hereof which under Article XI cannot be modified or
amended without the consent of the holders of all Notes then outstanding. Upon
any such waiver the Company, the Trustee and the holders of the Notes shall be
restored to their former positions and rights hereunder; but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon.  Whenever any default or Event of Default
hereunder shall have been waived as permitted by this Section 7.7, said default
or Event of Default shall for all purposes of the Notes and this Indenture be
deemed to have been cured and to be not continuing; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

     Section 7.8  NOTICE OF DEFAULTS.  The Trustee shall, within ninety (90)
days after it has knowledge of the occurrence of a default, mail to all
Noteholders, as the names and addresses of such holders appear upon the Note
register, notice of all defaults known to a Responsible Officer, unless such
defaults shall have been cured or waived before the giving of such notice; and
PROVIDED that, except in the case of default in the payment of the principal of,
or premium, if any, or interest on any of the Notes, the Trustee shall be
protected in withholding such notice if and so long as 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 Noteholders.

     Section 7.9  UNDERTAKING TO PAY COSTS.   All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may, in its discretion, require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, 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; PROVIDED that the provisions of this Section 7.9 (to the extent
permitted by law) shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Noteholder, or group of Noteholders, holding in the
aggregate more than ten percent in principal amount of the Notes at the time
outstanding determined in accordance with Section 9.4, or to any suit instituted
by any Noteholder for the enforcement of the payment of the principal of or
premium, if any, or interest on any Note


                                      -46-
<PAGE>   47
on or after the due date expressed in such Note or to any suit for the
enforcement of the right to convert any Note in accordance with the provisions
of Article XV.


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     Section 8.1  DUTIES AND RESPONSIBILITIES OF TRUSTEE.  The Trustee, prior to
the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture.  In case an Event of
Default has occurred (which has not been cured or waived) 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.

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

          (a) prior to the occurrence of an Event of Default and after the
     curing or waiving of all Events of Default which may have occurred:

               (1)  the duties and obligations of the Trustee shall be
          determined solely by the express provisions of this Indenture and the
          Trust Indenture Act, and the Trustee shall not be liable except for
          the performance of such duties and obligations as are specifically set
          forth in this Indenture and no implied covenants or obligations shall
          be read into this Indenture and the Trust Indenture Act against the
          Trustee; and

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

          (b) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer or Officers of the Trustee, unless the
     Trustee was negligent in ascertaining the pertinent facts;


                                      -47-
<PAGE>   48
          (c) 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 not less than a majority in principal amount of the Notes
     at the time outstanding determined as provided in Section 9.4 relating to
     the time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Indenture; and

          (d) whether or not therein 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.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

     Section 8.2  RELIANCE ON DOCUMENTS, OPINIONS. ETC.  Except as otherwise
provided in Section 8.1:

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

          (b) any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the Secretary or an Assistant Secretary of the
     Company;

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

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


                                      -48-
<PAGE>   49
          (e) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine the
     books, records and premises of the Company, personally or by agent or
     attorney; PROVIDED, HOWEVER, that if the payment within a reasonable time
     to the Trustee of the costs, expenses or liabilities likely to be incurred
     by it in the making of such investigation is, in the opinion of the
     Trustee, not reasonably assured to the Trustee by the security afforded to
     it by the terms of this Indenture, the Trustee may require reasonable
     indemnity against such expenses or liability as a condition to so
     proceeding; the reasonable expenses of every such examination shall be paid
     by the Company or, if paid by the Trustee or any predecessor Trustee, shall
     be repaid by the Company upon demand; and

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

     Section 8.3  NO RESPONSIBILITY FOR RECITALS, ETC.  The recitals contained
herein and in the Notes (except in the Trustee's certificate of authentication)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes.  The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.

     Section 8.4  TRUSTEE, PAYING AGENTS, CONVERSION AGENTS OR REGISTRAR MAY OWN
NOTES.  The Trustee, any paying agent, any conversion agent or Note registrar,
in its individual or any other capacity, may become the owner or pledgee of
Notes with the same rights it would have if it were not Trustee, paying agent,
conversion agent or Note registrar.

     Section 8.5  MONIES TO BE HELD IN TRUST.  Subject to the provisions of
Section 13.4, all monies received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received.
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 may be
agreed from time to time by the Company and the Trustee.


                                      -49-
<PAGE>   50
     Section 8.6  COMPENSATION AND EXPENSES OF TRUSTEE.  The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, reasonable compensation for all services rendered by it hereunder
in any capacity (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust), and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence, willful misconduct, recklessness or
bad faith.  The Company also covenants to indemnify the Trustee in any capacity
under this Indenture and its agents and any authenticating agent for, and to
hold them harmless against, any loss, liability or expense incurred without
negligence, willful misconduct, recklessness, or bad faith on the part of the
Trustee or such agent or authenticating agent, as the case may be, and arising
out of or in connection with the acceptance or administration of this trust or
in any other capacity hereunder, including the reasonable costs and expenses of
defending themselves against any claim of liability in the premises, PROVIDED
that (i) each of the Trustee or such agent or authenticating agent, as the case
may be, shall notify the Company promptly of any claim or liability asserted
against such party for which it may seek indemnification, (ii) the Company shall
defend such claim and each of the Trustee, such agent or authenticating agent,
as the case may be, shall cooperate with the Company's defense of such claim or
liability, (iii) the Trustee, such agent and authenticating agent may hire
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel, but (A) the Company will not be required to pay such fees and
expenses if it assumes such parties' defense and there is no conflict of
interest between the Company and such parties in connection with such defense
and (B) the Company shall not be liable, in connection with any such claim or
laibility or substantially similar or related claims or liabilities, at any
time, for the fees and expenses of more than one separate firm of attorneys (in
addition to local counsel).  The Company need not pay for any settlement made
without its writen consent.  The obligations of the Company under this Section
8.6 to compensate or indemnify the Trustee and to pay or reimburse the Trustee
for expenses, disbursements and advances shall be secured by a lien prior to
that of the Notes upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Notes.  The obligation of the Company under this Section shall survive the
satisfaction and discharge of this Indenture.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 7.1(e) or (f)
occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy, insolvency or
similar laws.


                                      -50-
<PAGE>   51
     Section 8.7  OFFICERS' CERTIFICATE AS EVIDENCE.  Except as otherwise
provided in Section 8.1, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, willful misconduct, recklessness,
or bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee.

     Section 8.8  CONFLICTING INTERESTS OF TRUSTEE.  If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture.

     Section 8.9  ELIGIBILITY OF TRUSTEE.  There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has, together with its parent, a combined
capital and surplus of at least $50,000,000.  If such person publishes reports
of condition at least annually, pursuant to law or to the requirements of any
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

     Section 8.10   RESIGNATION OR REMOVAL OF TRUSTEE.

          (a) The Trustee may at any time resign by giving written notice of
     such resignation to the Company and to the holders of Notes.  Upon
     receiving such notice of resignation, the Company shall promptly appoint a
     successor trustee by written instrument, in duplicate, executed by order of
     the Board of Directors, one copy of which instrument shall be delivered to
     the resigning Trustee and one copy to the successor trustee.  If no
     successor trustee shall have been so appointed and have accepted
     appointment sixty (60) days after the mailing of such notice of resignation
     to the Noteholders, the resigning Trustee may petition any court of
     competent jurisdiction for the appointment of a successor trustee, or any
     Noteholder who has been a bona fide holder of a Note or Notes for at least
     six months may, subject to the provisions of Section 7.9, on behalf of
     himself and all others similarly situated, petition any such court for the
     appointment of a successor trustee.  Such court may thereupon, after such
     notice, if any, as it may deem proper and prescribe, appoint a successor
     trustee.

          (b) In case at any time any of the following shall occur:


                                      -51-
<PAGE>   52
               (1)  the Trustee shall fail to comply with Section 8.8 after
          written request therefor by the Company or by any Noteholder who has
          been a bona fide holder of a Note or Notes for at least six months; or

               (2)  the Trustee shall cease to be eligible in accordance with
          the provisions of Section 8.9 and shall fail to resign after written
          request therefor by the Company or by any such Noteholder; 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, the Company may remove the Trustee and appoint a
     successor trustee by written instrument, in duplicate, executed by order of
     the Board of Directors, one copy of which instrument shall be delivered to
     the Trustee so removed and one copy to the successor trustee, or, subject
     to the provisions of Section 7.9, any Noteholder who has been a bona fide
     holder of a Note or Notes for at least six months may, on behalf of himself
     and all others similarly situated, petition any court of competent
     jurisdiction for the removal of the Trustee and the appointment of a
     successor trustee.  Such court may thereupon, after such notice, if any, as
     it may deem proper and prescribe, remove the Trustee and appoint a
     successor trustee.

          (c) The holders of a majority in aggregate principal amount of the
     Notes at the time outstanding may at any time remove the Trustee and
     nominate a successor trustee which shall be deemed appointed as successor
     trustee unless within ten (10) days after notice to the Company of such
     nomination the Company objects thereto, in which case the Trustee so
     removed or any Noteholder, upon the terms and conditions and otherwise as
     in Section 8.10(a) provided, may petition any court of competent
     jurisdiction for an appointment of a successor trustee.

          (d) Any resignation or removal of the Trustee and appointment of a
     successor trustee pursuant to any of the provisions of this Section 8.10
     shall become effective upon acceptance of appointment by the successor
     trustee as provided in Section 8.11.

     Section 8.11   ACCEPTANCE BY SUCCESSOR TRUSTEE.  Any successor trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with


                                      -52-
<PAGE>   53
all the rights, powers, duties and obligations of its predecessor hereunder,
with like effect as if originally named as trustee herein; but, nevertheless,
on the written request of the Company or of the successor trustee, the trustee
ceasing to act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 8.6, execute and deliver an instrument transferring to
such successor trustee all the rights and powers of the trustee so ceasing to
act.  Upon reasonable request of any such successor trustee, the Company shall
execute such instruments in writing as necessary for fully and certainly
vesting in and confirming to such successor trustee all such rights and powers.
Any trustee ceasing to act shall, nevertheless, retain a lien upon all property
and funds held or collected by such trustee as such, except for funds held in
trust for the benefit of holders of particular Notes, to secure any amounts
then due it pursuant to the provisions of Section 8.6.

     No successor trustee shall accept appointment as provided in this Section
8.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 8.8 and be eligible under the
provisions of Section 8.9.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, either the Company or the former trustee shall mail or cause to be
mailed notice of the succession of such trustee hereunder to the holders of
Notes at their addresses as they shall appear on the Note register.  If the
Company or the former Trustee fails to mail such notice within ten (10) days
after acceptance of appointment by the successor trustee, the successor trustee
shall mail or cause such notice to be mailed to the holders of Notes.

     Section 8.12   SUCCESSION BY MERGER, ETC.  Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the trust business of the Trustee, shall be the successor to the Trustee
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that in the case of any corporation
succeeding to all or substantially all of the trust business of the Trustee such
corporation shall be qualified under the provisions of Section 8.8 and eligible
under the provisions of Section 8.9.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee or authenticating agent appointed
by such predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any
successor to the Trustee or an authenticating agent appointed by such successor
trustee may authenticate such Notes either in the name of any predecessor
trustee hereunder or in the name of the successor trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this


                                      -53-
<PAGE>   54
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion
or consolidation.

     Section 8.13   LIMITATION ON RIGHTS OF TRUSTEE AS CREDITOR.  If and when
the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Notes), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of the claims against the Company (or any
such other obligor).


                                   ARTICLE IX

                           CONCERNING THE NOTEHOLDERS

     Section 9.1  ACTION BY NOTEHOLDERS.  Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with the provisions of Article X, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders.  Whenever the Company or the Trustee solicits the taking
of any action by the holders of the Notes, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action.  The record date shall be not more than fifteen
(15) days prior to the date of commencement of solicitation of such action.

     Section 9.2  PROOF OF EXECUTION BY NOTEHOLDERS.  Subject to the provisions
of Sections 8.1, 8.2 and 10.5, proof of the execution of any instrument by a
Noteholder or his agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee.  The holding of Notes shall
be proved by the registry of such Notes or by a certificate of the Note
registrar.

     The record of any Noteholders' meeting shall be proved in the manner
provided in Section 10.6.

     Section 9.3  WHO ARE DEEMED ABSOLUTE OWNERS.  The Company, the Trustee, any
paying agent, any conversion agent and any Note registrar may deem the person in
whose


                                      -54-
<PAGE>   55
name such Note shall be registered upon the Note register to be, and may treat
him as, the absolute owner of such Note (whether or not such Note shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of,
premium, if any, and interest on such Note, for conversion of such Note and for
all other purposes; and neither the Company nor the Trustee nor any paying
agent nor any conversion agent nor any Note registrar shall be affected by any
notice to the contrary.  All such payments so made to any holder for the time
being, or upon his order, shall be valid, and, to the extent of the sum or sums
so paid, effectual to fully satisfy and discharge the liability for monies
payable upon any such Note.

     Section 9.4  COMPANY-OWNED NOTES DISREGARDED.  In determining whether the
holders of the requisite aggregate principal amount of Notes have concurred in
any direction, consent, waiver or other action under this Indenture, Notes which
are owned by the Company or any other obligor on the Notes or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Notes shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; PROVIDED that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, consent, waiver or other
action only Notes which a Responsible Officer knows are so owned shall be so
disregarded.  Notes so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 9.4 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Notes and that the pledgee is not the Company, any other obligor on the
Notes or a person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee.  Upon request of
the Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Notes, if any, known by the Company to
be owned or held by or for the account of any of the above described persons;
and, subject to Section 8.1, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Notes not listed therein are outstanding for the purpose of
any such determination.

     Section 9.5  REVOCATION OF CONSENTS: FUTURE HOLDERS BOUND.  At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.1, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note which is shown by the evidence to be included
in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of
holding as provided in Section 9.2, revoke such action so far as concerns such
Note.  Except as aforesaid, any such action taken by the holder of any Note
shall be conclusive and binding upon such holder and upon all future holders and
owners of such


                                      -55-
<PAGE>   56
Note and of any Notes issued in exchange or substitution therefor, irrespective
of whether any notation in regard thereto is made upon such Note or any Note
issued in exchange or substitution therefor.


                                   ARTICLE X

                             NOTEHOLDERS' MEETINGS

     Section 10.1   PURPOSE OF MEETINGS.  A meeting of Noteholders may be called
at any time and from time to time pursuant to the provisions of this Article X
for any of the following purposes:

          (1) to give any notice to the Company or to the Trustee or to give any
     directions to the Trustee permitted under this Indenture, or to consent to
     the waiving of any default or Event of Default hereunder and its
     consequences, or to take any other action authorized to be taken by
     Noteholders pursuant to any of the provisions of Article VII;

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

          (3) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 11.2; or

          (4) to take any other action authorized to be taken by or on behalf of
     the holders of any specified aggregate principal amount of the Notes under
     any other provision of this Indenture or under applicable law.

     Section 10.2   CALL OF MEETINGS BY TRUSTEE.  The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 10.1, to
be held at such time and at such place at a location within 10 miles of the
Corporate Trust Office or the Borough of Manhattan, The City of New York, as the
Trustee shall determine.  Notice of every meeting of the Noteholders, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting and the establishment of any record date
pursuant to Section 9.1, shall be mailed to holders of Notes at their addresses
as they shall appear on the Note register.  Such notice shall also be mailed to
the Company.  Such notices shall be mailed not less than twenty (20) nor more
than ninety (90) days prior to the date fixed for the meeting.

     Any meeting of Noteholders shall be valid without notice if the holders of
all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company and the Trustee are


                                      -56-
<PAGE>   57
either present by duly authorized representatives or have, before or after the
meeting, waived notice.

     Section 10.3   CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS.  In case at any
time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent in aggregate principal amount of the Notes then
outstanding, shall have requested the Trustee to call a meeting of Noteholders,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within twenty (20) days after receipt of such request, then the Company
or such Noteholders may determine the time and the place at any location within
10 miles of the Corporate Trust Office or the Borough of Manhattan, The City of
New York for such meeting and may call such meeting to take any action
authorized in Section 10.1, by mailing notice thereof as provided in Section
10.2.

     Section 10.4   QUALIFICATIONS FOR VOTING.  To be entitled to vote at any
meeting of Noteholders a person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes.  The only
persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

     Section 10.5   REGULATIONS.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 10.3, in which case the Company
or the Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote at the
meeting.

     Subject to the provisions of Section 9.4, at any meeting each Noteholder or
proxyholder shall be entitled to one vote for each $1,000 principal amount of
Notes held or represented by him; PROVIDED, HOWEVER, that no vote shall be cast
or counted at any meeting in respect of any Note challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding.  The chairman of
the meeting shall have no right to vote other than by virtue of Notes held by
him or instruments in writing as aforesaid duly


                                      -57-
<PAGE>   58
designating him as the proxy to vote on behalf of other Noteholders.  Any
meeting of Noteholders duly called pursuant to the provisions of Section 10.2
or 10.3 may be adjourned from time to time by the holders of a majority of the
aggregate principal amount of Notes represented at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

     Section 10.6   VOTING.  The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the principal amount of the Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 10.2. The record shall show the principal amount of the Notes voting in
favor of or against any resolution.  The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

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

     Section 10.7   NO DELAY OF RIGHTS BY MEETING.  Nothing in this Article X
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Noteholders under
any of the provisions of this Indenture or of the Notes.


                                   ARTICLE XI

                            SUPPLEMENTAL INDENTURES

     Section 11.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.  The
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:


                                      -58-
<PAGE>   59
          (a) to make provision with respect to the conversion rights of the
     holders of Notes pursuant to the requirements of Section 15.6;

          (b) subject to Article IV, to convey, transfer, assign, mortgage or
     pledge to the Trustee as security for the Notes, any property or assets;

          (c) to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company pursuant to
     Article XII;

          (d) to add to the covenants of the Company such further covenants,
     restrictions or conditions as the Board of Directors and the Trustee shall
     consider to be for the benefit of the holders of Notes, and to make the
     occurrence, or the occurrence and continuance, of a default in any such
     additional covenants, restrictions or conditions a default or an Event of
     Default permitting the enforcement of all or any of the several remedies
     provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in
     respect of any such additional covenant, restriction or condition such
     supplemental indenture may provide for a particular period of grace after
     default (which period may be shorter or longer than that allowed in the
     case of other defaults) or may provide for an immediate enforcement upon
     such default or may limit the remedies available to the Trustee upon such
     default;

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

          (f) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture, or to make such other provisions in regard to
     matters or questions arising under this Indenture which shall not
     materially adversely affect the interests of the holders of the Notes;

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

          (h) to modify, eliminate or add to the provisions of this Indenture to
     such extent as shall be necessary to effect the qualifications of this
     Indenture under the Trust Indenture Act, or under any similar federal
     statute hereafter enacted.


                                      -59-
<PAGE>   60
     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
11.1 may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 11.2.

     Section 11.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.  With
the consent (evidenced as provided in Article IX) of the holders of not less
than a majority in aggregate principal amount of the Notes at the time
outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the holders of the Notes; PROVIDED, HOWEVER, that no such supplemental
indenture shall (i) extend the fixed maturity of any Note, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or premium, if any, thereon, or reduce any amount payable on redemption
thereof, or impair the right of any Noteholder to institute suit for the payment
thereof, or make the principal thereof or interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Notes, or modify
the provisions of this Indenture with respect to the subordination of the Notes
in a manner adverse to the Noteholders in any material respect, or change the
obligation of the Company to repurchase any Note upon the happening of a
Repurchase Event in a manner adverse to the holder of Notes, or impair the right
to convert the Notes into Common Stock subject to the terms set forth herein,
including Section 15.6, in each case without the consent of the holder of each
Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders
of which are required to consent to any such supplemental indenture, without the
consent of the holders of all Notes then outstanding.

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


                                      -60-
<PAGE>   61
     It shall not be necessary for the consent of the Noteholders under this
Section 11.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 11.3   EFFECT OF SUPPLEMENTAL INDENTURE.  Any supplemental
indenture executed pursuant to the provisions of this Article XI shall comply
with the Trust Indenture Act, as then in effect; PROVIDED that this Section 11.3
shall not require such supplemental indenture or the Trustee to be qualified
under the Trust Indenture Act prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act, nor shall it constitute any admission
or acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act.  Upon the execution of any supplemental
indenture pursuant to the provisions of this Article XI, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Notes shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

     Section 11.4   NOTATION ON NOTES.  Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article XI may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Company or the Trustee
shall so determine, new Notes so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may, at the Company's expense, be
prepared and executed by the Company, authenticated by the Trustee (or an
authenticating agent duly appointed by the Trustee pursuant to Section 17.11)
and delivered in exchange for the Notes then outstanding, upon surrender of such
Notes then outstanding.

     Section 11.5   EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TRUSTEE.  The Trustee, subject to the provisions of Sections 8.1 and
8.2, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article XI.


                                      -61-
<PAGE>   62
                                  ARTICLE XII

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 12.1   COMPANY MAY CONSOLIDATE ETC. ON CERTAIN TERMS.  Subject to
the provisions of Section 12.2, nothing contained in this Indenture or in any of
the Notes shall prevent any consolidation or merger of the Company with or into
any other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance or lease (or successive sales, conveyances or leases) of all or
substantially all of the property of the Company, to any other corporation
(whether or not affiliated with the Company), authorized to acquire and operate
the same and which shall be organized under the laws of the United States of
America, any state thereof or the District of Columbia; PROVIDED, that upon any
such consolidation, merger, sale, conveyance or lease, the due and punctual
payment of the principal of and premium, if any, and interest on all of the
Notes, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company, shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the corporation (if other than the Company) formed by such consolidation, or
into which the Company shall have been merged, or by the corporation which shall
have acquired or leased such property, and such supplemental indenture shall
provide for the applicable conversion rights set forth in Section 15.6.

     Section 12.2   SUCCESSOR CORPORATION TO BE SUBSTITUTED.  In case of any
such consolidation, merger, sale, conveyance or lease and upon the assumption by
the successor corporation, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and premium, if any, and interest on all of the
Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part.  Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of Telxon Corporation any or all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver,
or cause to be authenticated and delivered, any Notes which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Notes which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that purpose.  All the Notes
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the


                                      -62-
<PAGE>   63
terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof.  In the event of any such consolidation, merger, sale,
conveyance or lease, the person named as the "Company" in the first paragraph
of this Indenture or any successor which shall thereafter have become such in
the manner prescribed in this Article XII may be dissolved, wound up and
liquidated at any time thereafter and such person shall be released from its
liabilities as obligor and maker of the Notes and from its obligations under
this Indenture.

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

     Section 12.3   OPINION OF COUNSEL TO BE GIVEN TRUSTEE.  The Trustee,
subject to Sections 8.1 and 8.2, shall receive an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance or lease and any such assumption complies with the provisions
of this Article XII.


                                  ARTICLE XIII

                    SATISFACTION AND DISCHARGE OF INDENTURE

     Section 13.1   DISCHARGE OF INDENTURE.  When (a) the Company shall deliver
to the Trustee for cancellation all Notes theretofore authenticated (other than
any Notes which have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient to pay at maturity or upon redemption of all
of the Notes (other than any Notes which shall have been mutilated, destroyed,
lost or stolen and in lieu of or in substitution for which other Notes shall
have been authenticated and delivered) not theretofore canceled or delivered to
the Trustee for cancellation, including principal and premium, if any, and
interest due or to become due to such date of maturity or redemption date, as
the case may be, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect (except as to (i) remaining rights of registration
of transfer, substitution and exchange and conversion of Notes, (ii) rights
hereunder of Noteholders to receive payments of principal of and premium, if
any, and interest on, the Notes and the other rights, duties and obligations of
Noteholders, as beneficiaries hereof with respect to the amounts, if any, so
deposited with the Trustee and (iii) the rights, obligations and immunities of
the Trustee hereunder), and the Trustee, on demand of the


                                      -63-
<PAGE>   64
Company accompanied by an Officers' Certificate and an Opinion of Counsel as
required by Section 17.5 and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture; the Company, however, hereby agreeing to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the
Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Notes.

     Section 13.2   DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE.  Subject to
Section 13.4, all monies deposited with the Trustee pursuant to Section 13.1 and
not in violation of Article IV shall be held in trust for the sole benefit of
the Noteholders and not to be subject to the subordination provisions of Article
IV, and such monies shall be applied by the Trustee to the payment, either
directly or through any paying agent (including the Company if acting as its own
paying agent), to the holders of the particular Notes for the payment or
redemption of which such monies have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest and premium, if
any.

     Section 13.3   PAYING AGENT TO REPAY MONIES HELD.  Upon the satisfaction
and discharge of this Indenture, all monies then held by any paying agent of the
Notes (other than the Trustee) shall, upon written request of the Company, be
repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such monies.

     Section 13.4   RETURN OF UNCLAIMED MONIES.  Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of, premium, if any, or interest on such Notes, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee on demand and all liability of the Trustee shall thereupon cease with
respect to such monies; and the holder of any of the Notes shall thereafter look
only to the Company for any payment which such holder may be entitled to collect
unless an applicable abandoned property law designates another Person.

     Section 13.5   REINSTATEMENT.  If the Trustee or the paying agent is unable
to apply any money in accordance with Section 13.2 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.1 until such time as the Trustee or the paying
agent is permitted to apply all such money in accordance with Section 13.2;
PROVIDED, HOWEVER,  that if the Company makes any payment of interest on or
principal of any Note following the reinstatement of its obligations, the
Company shall


                                      -64-
<PAGE>   65
be subrogated to the rights of the holders of such Notes to receive such
payment from the money held by the Trustee or paying agent.


                                  ARTICLE XIV

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     Section 14.1   INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS.  No
recourse for the payment of the principal of or premium, if any, or interest on
any Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture or in any supplemental indenture or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, or director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes.


                                   ARTICLE XV

                              CONVERSION OF NOTES

     Section 15.1   RIGHT TO CONVERT.  Subject to and upon compliance with the
provisions of this Indenture, the holder of any Note shall have the right, at
his option, at any time after sixty (60) days following the latest date of
original issuance of the Notes and prior to the close of business on January 1,
2003 (except that, with respect to any Note or portion of a Note which shall be
called for redemption, such right shall terminate, except as provided in Section
15.2 or Section 3.4, at the close of business on the Business Day next preceding
the date fixed for redemption of such Note or portion of a Note unless the
Company shall default in the payment due upon redemption thereof or that, with
respect to a Note or portion of a Note submitted for repurchase, such right
shall terminate at the close of business on the Repurchase Date unless the
Company shall default in the payment due on repurchase) to convert the principal
amount of any such Note, or any portion of such principal amount which is $1,000
or an integral multiple thereof, into that number of fully paid and
non-assessable shares of Common Stock (as such shares shall then be constituted)
obtained by dividing the principal amount of the Note or portion thereof
surrendered for conversion by the Conversion Price in effect at such time, by
surrender of the Note so to be converted in whole or in part in the manner
provided,


                                      -65-
<PAGE>   66
together with any required funds, in Section 15.2.  A holder of Notes is not
entitled to any rights of a holder of Common Stock until such holder has
converted his Notes to Common Stock, and only to the extent such Notes are
deemed to have been converted to Common Stock under this Article XV.

     Section 15.2   EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF COMMON STOCK
ON CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS.  In order to exercise
the conversion privilege with respect to any Note in definitive form, the holder
of any such Note to be converted in whole or in part shall surrender such Note,
duly endorsed, at an office or agency maintained by the Company pursuant to
Section 5.2, accompanied by the funds, if any, required by the penultimate
paragraph of this Section 15.2, and shall give written notice of conversion in
the form provided on the Notes (or such other notice which is acceptable to the
Company) to the office or agency that the holder elects to convert such Note or
the portion thereof specified in said notice.  Such notice shall also state the
name or names (with address or addresses) in which the certificate or
certificates for shares of Common Stock which shall be issuable on such
conversion shall be issued, and shall be accompanied by transfer taxes, if
required pursuant to Section 15.7.  Each such Note surrendered for conversion
shall, unless the shares issuable on conversion are to be issued in the same
name as the registration of such Note, be duly endorsed by, or be accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder or his duly authorized attorney.

     In order to exercise the conversion privilege with respect to any interest
in a Note in global form, the beneficial holder must complete the appropriate
instruction form for conversion pursuant to the Depository's book-entry
conversion program, deliver by book-entry delivery an interest in such Note in
global form to the Trustee, furnish appropriate endorsements and transfer
documents if required by the Company or the Trustee or conversion agent, and pay
the funds, if any, required by this Section 15.2 and any transfer taxes if
required pursuant to Section 15.7.

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Noteholder (as if such transfer were a transfer of the Note or Notes
(or portion thereof) so converted), the Company shall issue and shall deliver to
such holder at the office or agency maintained by the Company for such purpose
pursuant to Section 5.2, a certificate or certificates for the number of full
shares of Common Stock issuable upon the conversion of such Note or portion
thereof in accordance with the provisions of this Article and a check or cash in
respect of any fractional interest in respect of a share of Common Stock arising
upon such conversion, as provided in Section 15.3.  In case any Note of a
denomination greater than $1,000 shall be surrendered for partial conversion,
and subject to Section 2.3, the Company shall execute and the Trustee shall
authenticate and deliver to the holder of the Note so


                                      -66-
<PAGE>   67
surrendered, without charge to him, a new Note or Notes in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Note.

     Each conversion shall be deemed to have been effected as to any such Note
(or portion thereof) on the date on which the requirements set forth above in
this Section 15.2 have been satisfied as to such Note (or portion thereof), and
the person in whose name any certificate or certificates for shares of Common
Stock shall be issuable upon such conversion shall be deemed to have become on
said date the holder of record of the shares represented thereby; PROVIDED,
HOWEVER, that any such surrender on any date when the stock transfer books of
the Company shall be closed shall constitute the person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date upon which
such Note shall be surrendered.

     Any Note or portion thereof surrendered for conversion during the period
from the close of business on the record date for any interest payment date to
the close of business on the Business Day next preceding the following interest
payment date shall (unless such Note or portion thereof being converted shall
have been called for redemption during the period from the close of business on
such record date to the close of business on the Business Day next preceding the
following interest payment date) be accompanied by payment, in New York Clearing
House funds or other funds acceptable to the Company, of an amount equal to the
interest otherwise payable on such interest payment date on the principal amount
being converted; PROVIDED, HOWEVER, that no such payment need be made if there
shall exist at the time of conversion a default in the payment of interest on
the Notes.  Except as provided above in this Section 15.2, no adjustment shall
be made for interest accrued on any Note converted or for dividends on any
shares issued upon the conversion of such Note as provided in this Article.

     Upon the conversion of an interest in a Note in global form, the Trustee,
or the Custodian at the direction of the Trustee, shall make a notation on such
Note in global form as to the reduction in the principal amount represented
thereby.

     Section 15.3   CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES.  No fractional
shares of Common Stock or scrip representing fractional shares shall be issued
upon conversion of Notes.  If more than one Note shall be surrendered for
conversion at one time by the same holder, the number of full shares which shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent
permitted hereby) so surrendered.  If any fractional share of stock would be
issuable upon the conversion of any Note or Notes, the Company shall make an
adjustment and payment therefor in cash at the current market value thereof to
the holder of Notes.  The current market value of a share of Common Stock shall
be the


                                      -67-
<PAGE>   68
Closing Price on the first Business Day immediately preceding the day on which
the Notes (or specified portions thereof) are deemed to have been converted.

     Section 15.4   CONVERSION PRICE.  The conversion price shall be as
specified in the form of Note (herein called the "Conversion Price") attached as
Exhibit A hereto, subject to adjustment as provided in this Article XV.

     Section 15.5   ADJUSTMENT OF CONVERSION PRICE.  The Conversion Price shall
be adjusted from time to time by the Company as follows:

          (a) In case the Company shall hereafter pay a dividend or make a
     distribution to all holders of the outstanding Common Stock in shares of
     Common Stock, the Conversion Price in effect at the opening of business on
     the date following the date fixed for the determination of stockholders
     entitled to receive such dividend or other distribution shall be reduced by
     multiplying such Conversion Price by a fraction of which the numerator
     shall be the number of shares of Common Stock outstanding at the close of
     business on the date fixed for such determination and the denominator shall
     be the sum of such number of shares and the total number of shares
     constituting such dividend or other distribution, such reduction to become
     effective immediately after the opening of business on the day following
     the date fixed for such determination.  The Company will not pay any
     dividend or make any distribution on shares of Common Stock held in the
     treasury of the Company.  If any dividend or distribution of the type
     described in this Section 15.5(a) is declared but not so paid or made, the
     Conversion Price shall again be adjusted to the Conversion Price which
     would then be in effect if such dividend or distribution had not been
     declared.

          (b) In case the Company shall issue rights or warrants to all holders
     of its outstanding shares of Common Stock entitling them (for a period
     expiring within 45 days after the date fixed for determination of
     stockholders entitled to receive such rights or warrants) to subscribe for
     or purchase shares of Common Stock at a price per share less than the
     Current Market Price (as defined below) on the date fixed for determination
     of stockholders entitled to receive such rights or warrants, the Conversion
     Price shall be adjusted so that the same shall equal the price determined
     by multiplying the Conversion Price in effect immediately prior to the date
     fixed for determination of stockholders entitled to receive such rights or
     warrants by a fraction of which the numerator shall be the number of shares
     of Common Stock outstanding at the close of business on the date fixed for
     determination of stockholders entitled to receive such rights and warrants
     plus the number of shares which the aggregate offering price of the total
     number of shares so offered would purchase at such Current Market Price,
     and of which the nominiator shall be the number of shares of Common Stock
     outstanding on the date fixed for determination of stockholders entitled to
     receive such rights and



                                      -68-
<PAGE>   69
     warrants plus the total number of additional shares of Common Stock offered
     for subscription or purchase.  Such adjustment shall be successively made
     whenever any such rights and warrants are issued, and shall become
     effective immediately after the opening of business on the day following
     the date fixed for determination of stockholders entitled to receive such
     rights or warrants.  To the extent that shares of Common Stock are not
     delivered after the expiration of such rights or warrants, the Conversion
     Price shall be readjusted to the Conversion Price which would then be in
     effect had the adjustments made upon the issuance of such rights or
     warrants been made on the basis of delivery of only the number of shares of
     Common Stock actually delivered.  In the event that such rights or warrants
     are not so issued, the Conversion Price shall again be adjusted to be the
     Conversion Price which would then be in effect if such date fixed for the
     determination of stockholders entitled to receive such rights or warrants
     had not been fixed.  In determining whether any rights or warrants entitle
     the holders to subscribe for or purchase shares of Common Stock at less
     than such Current Market Price, and in determining the aggregate offering
     price of such shares of Common Stock, there shall be taken into account any
     consideration received by the Company for such rights or warrants, the
     value of such consideration, if other than cash, to be determined by the
     Board of Directors.

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

          (d) In case the Company shall, by dividend or otherwise, distribute to
     all holders of its Common Stock shares of any class of capital stock of the
     Company (other than any dividends or distributions to which Section 15.5(a)
     applies) or evidences of its indebtedness or assets (including securities,
     but excluding any rights or warrants referred to in Section 15.5(b), and
     excluding any dividend or distribution (x) in connection with the
     liquidation, dissolution or winding up of the Company, whether voluntary or
     involuntary, (y) paid exclusively in cash or (z) referred to in Section
     15.5(a) (any of the foregoing hereinafter in this Section 15.5(d) called
     the "Securities")), then, in each such case (unless the Company elects to
     reserve such Securities for distribution to the Noteholders upon the
     conversion of the Notes so that any such holder converting Notes will
     receive upon such conversion, in addition to the shares of Common Stock to
     which such holder is entitled, the amount and kind of such Securities which
     such holder would


                                      -69-
<PAGE>   70
     have received if such holder had converted its Notes into Common Stock
     immediately prior to the Record Date (as defined in Section 15.5(g) for
     such distribution of the Securities)), the Conversion Price shall be
     reduced so that the same shall be equal to the price determined by
     multiplying the Conversion Price in effect on the Record Date with respect
     to such distribution by a fraction of which the numerator shall be the
     Current Market Price per share of the Common Stock on such Record Date less
     the fair market value (as determined by the Board of Directors, whose
     determination shall be conclusive, and described in a resolution of the
     Board of Directors) on the Record Date of the portion of the Securities so
     distributed applicable to one share of Common Stock and the denominator
     shall be the Current Market Price per share of the Common Stock, such
     reduction to become effective immediately prior to the opening of business
     on the day following such Record Date; PROVIDED, HOWEVER, that in the event
     the then fair market value (as so determined) of the portion of the
     Securities so distributed applicable to one share of Common Stock is equal
     to or greater than the Current Market Price of the Common Stock on the
     Record Date, in lieu of the foregoing adjustment, adequate provision shall
     be made so that each Noteholder shall have the right to receive upon
     conversion the amount of Securities such holder would have received had
     such holder converted each Note on the Record Date.  In the event that such
     dividend or distribution is not so paid or made, the Conversion Price shall
     again be adjusted to be the Conversion Price which would then be in effect
     if such dividend or distribution had not been declared.  If the Board of
     Directors determines the fair market value of any distribution for purposes
     of this Section 15.5(d) by reference to the actual or when issued trading
     market for any securities, it must in doing so consider the prices in such
     market over the same period used in computing the Current Market Price of
     the Common Stock.

          Each share of Common Stock issued upon conversion of Notes pursuant to
     this Article XV shall be entitled to receive the appropriate number of
     Rights, and the certificates representing the Common Stock issued upon such
     conversion shall bear such legends, in each case as provided by and subject
     to the terms of the Rights Plan as in effect at the time of such conversion
     (whether or not such Rights have separated from the Common Stock at the
     time of conversion). In the event that the Company implements any new
     stockholders' rights plan, as amended, supplemented or modified from time
     to time (a "New Rights Plan"), such New Rights Plan shall provide that upon
     conversion of the Notes the holders will receive, in addition to the Common
     Stock issuable upon such conversion, the rights (whether or not such rights
     have separated from Common Stock at the time of the conversion) issuable
     pursuant to the New Rights Plan.

          Rights or warrants distributed by the Company to all holders of Common
     Stock entitling the holders thereof to subscribe for or purchase shares of
     the Company's capital stock (either initially or under certain
     circumstances), which


                                      -70-
<PAGE>   71
     rights or warrants, until the occurrence of a specified event or events
     ("Trigger Event"): (i) are deemed to be transferred with such shares of
     Common Stock; (ii) are not exercisable; and (iii) are also issued in
     respect of future issuances of Common Stock, shall be deemed not to have
     been distributed for purposes of this Section 15.5 (and no adjustment to
     the Conversion Price under this Section 15.5 will be required) until the
     occurrence of the earliest Trigger Event, whereupon such rights and
     warrants shall be deemed to have been distributed and an appropriate
     adjustment (if any is required) to the Conversion Price shall be made under
     this Section 15.5(d).  If any such right or warrant, including any such
     existing rights or warrants distributed prior to the date of this
     Indenture, are subject to events, upon the occurrence of which such rights
     or warrants become exercisable to purchase different securities, evidences
     of indebtedness or other assets, then the date of the occurrence of any and
     each such event shall be deemed to be the date of distribution and record
     date with respect to new rights or warrants with such rights (and a
     termination or expiration of the existing rights or warrants without
     exercise by any of the holders thereof).  In addition, in the event of any
     distribution (or deemed distribution) of rights or warrants, or any Trigger
     Event or other event (of the type described in the preceding sentence) with
     respect thereto that was counted for purposes of calculating a distribution
     amount for which an adjustment to the Conversion Price under this Section
     15.5 was made, (1) in the case of any such rights or warrants which shall
     all have been redeemed or repurchased without exercise by any holders
     thereof, the Conversion Price shall be readjusted upon such final
     redemption or repurchase to give effect to such distribution or Trigger
     Event, as the case may be, as though it were a cash distribution, equal to
     the per share redemption or repurchase price received by a holder or
     holders of Common Stock with respect to such rights or warrants (assuming
     such holder had retained such rights or warrants), made to all holders of
     Common Stock as of the date of such redemption or repurchase, and (2) in
     the case of such rights or warrants which shall have expired or been
     terminated without exercise by any holders thereof, the Conversion Price
     shall be readjusted as if such rights and warrants had not been issued.

          For purposes of this Section 15.5(d) and Sections 15.5(a) and (b), any
     dividend or distribution to which this Section 15.5(d) is applicable that
     also includes shares of Common Stock, or rights or warrants to subscribe
     for or purchase shares of Common Stock (or both), shall be deemed instead
     to be (1) a dividend or distribution of the evidences of indebtedness,
     assets or shares of capital stock other than such shares of Common Stock or
     rights or warrants (and any Conversion Price reduction required by this
     Section 15.5(d) with respect to such dividend or distribution shall then be
     made) immediately followed by (2) a dividend or distribution of such shares
     of Common Stock or such rights or warrants (and any further Conversion
     Price reduction required by Sections 15.5(a) and (b) with respect to such
     dividend or distribution shall then be made), except (A) the Record


                                      -71-
<PAGE>   72
     Date of such dividend or distribution shall be substituted as "the date
     fixed for the determination of stockholders entitled to receive such
     dividend or other distribution" and "the date fixed for such determination"
     within the meaning of Sections 15.5(a) and (b) and (B) any shares of Common
     Stock included in such dividend or distribution shall not be deemed
     "outstanding at the close of business on the date fixed for such
     determination" within the meaning of Section 15.5(a).

          (e) In case the Company shall, by dividend or otherwise, distribute to
     all holders of its Common Stock cash (excluding (x) any quarterly cash
     dividend on the Common Stock to the extent the aggregate cash dividend per
     share of Common Stock in any fiscal quarter does not exceed the greater of
     (A) the amount per share of Common Stock of the next preceding quarterly
     cash dividend on the Common Stock to the extent that such preceding
     quarterly dividend did not require any adjustment of the Conversion Price
     pursuant to this Section 15.5(e) (as adjusted to reflect subdivisions or
     combinations of the Common Stock), and (B) 3.75% of the arithmetic average
     of the Closing Price (determined as set forth in Section 15.5(g)) during
     the ten Trading Days (as defined in Section 15.5(g)) immediately prior to
     the date of declaration of such dividend, and (y) any dividend or
     distribution in connection with the liquidation, dissolution or winding up
     of the Company, whether voluntary or involuntary), then, in such case, the
     Conversion Price shall be reduced so that the same shall equal the price
     determined by multiplying the Conversion Price in effect immediately prior
     to the close of business on such Record Date by a fraction of which the
     numerator shall be the Current Market Price of the Common Stock on the
     Record Date less the amount of cash so distributed (and not excluded as
     provided above) applicable to one share of Common Stock and the denominator
     shall be such Current Market Price of the Common Stock, such reduction to
     be effective immediately prior to the opening of business on the day
     following the Record Date; PROVIDED, HOWEVER, that in the event the portion
     of the cash so distributed applicable to one share of Common Stock is equal
     to or greater than the Current Market Price of the Common Stock on the
     Record Date, in lieu of the foregoing adjustment, adequate provision shall
     be made so that each Noteholder shall have the right to receive upon
     conversion the amount of cash such holder would have received had such
     holder converted each Note on the Record Date.  In the event that such
     dividend or distribution is not so paid or made, the Conversion Price shall
     again be adjusted to be the Conversion Price which would then be in effect
     if such dividend or distribution had not been declared.  If any adjustment
     is required to be made as set forth in this Section 15.5(e) as a result of
     a distribution that is a quarterly dividend, such adjustment shall be based
     upon the amount by which such distribution exceeds the amount of the
     quarterly cash dividend permitted to be excluded pursuant hereto.  If an
     adjustment is required to be made as set forth in this Section 15.5(e)
     above as a result of a distribution that is not a quarterly dividend, such
     adjustment shall be based upon the full amount of the distribution.


                                      -72-
<PAGE>   73
          (f) In case a tender or exchange offer made by the Company or any
     subsidiary of the Company for all or any portion of the Common Stock shall
     expire and such tender or exchange offer (as amended upon the expiration
     thereof) shall require the payment to stockholders of consideration per
     share of Common Stock having a fair market value (as determined by the
     Board of Directors, whose determination shall be conclusive and described
     in a resolution of the Board if Directors) that, as of the last time (the
     "Expiration Time") tenders or exchanges may be made pursuant to such tender
     or exchange offer (as it may be amended) exceeds the Current Market Price
     of the Common Stock on the Trading Day next succeeding the Expiration Time,
     the Conversion Price shall be reduced so that the same shall equal the
     price determined by multiplying the Conversion Price in effect immediately
     prior to the Expiration Time by a fraction of which the numerator shall be
     the number of shares of Common Stock outstanding (including any tendered or
     exchanged shares) on the Expiration Time multiplied by the Current Market
     Price of the Common Stock on the Trading Day next succeeding the Expiration
     Time and the denominator shall be the sum of (x) the fair market value
     (determined as aforesaid) of the aggregate consideration payable to
     shareholders based on the acceptance (up to any maximum specified in the
     terms of the tender or exchange offer) of all shares validly tendered or
     exchanged and not withdrawn as of the Expiration Time (the shares deemed so
     accepted, up to any such maximum, being referred to as the "Purchased
     Shares") and (y) the product of the number of shares of Common Stock
     outstanding (less any Purchased Shares) on the Expiration Time and the
     Current Market Price of the Common Stock on the Trading Day next succeeding
     the Expiration Time, such reduction to become effective immediately prior
     to the opening of business on the day following the Expiration Time.  In
     the event that the Company is obligated to purchase shares pursuant to any
     such tender or exchange offer, but the Company is permanently prevented by
     applicable law from effecting any such purchases or all such purchases are
     rescinded, the Conversion Price shall again be adjusted to be the
     Conversion Price which would then be in effect if such tender or exchange
     offer had not been made.

          (g) For purposes of this Section 15.5, the following terms shall have
     the meaning indicated:

               (1)  "Closing Price" with respect to any securities on any day
          shall mean the closing sale price regular way on such day or, in case
          no such sale takes place on such day, the average of the reported
          closing bid and asked prices, regular way, in each case on the New
          York Stock Exchange, or, if such security is not listed or admitted to
          trading on such Exchange, on the principal national security exchange
          or quotation system on which such security is quoted or listed or
          admitted to trading, or, if not quoted or listed or admitted to
          trading on any national securities exchange or quotation system, the
          average of the closing bid and asked prices of such security on


                                      -73-
<PAGE>   74
          the over-the-counter market on the day in question as reported by the
          National Quotation Bureau Incorporated, or a similar generally
          accepted reporting service, or if not so available, in such manner as
          furnished by any New York Stock Exchange member firm selected from
          time to time by the Board of Directors for that purpose, or a price
          determined in good faith by the Board of Directors or, to the extent
          permitted by applicable law, a duly authorized committee thereof,
          whose determination shall be conclusive.

               (2)  "Current Market Price" shall mean the average of the daily
          Closing Prices per share of Common Stock for the ten consecutive
          Trading Days immediately prior to the date in question; PROVIDED,
          HOWEVER, that (1) if the "ex" date (as hereinafter defined) for any
          event (other than the issuance or distribution or Repurchase Event
          requiring such computation) that requires an adjustment to the
          Conversion Price pursuant to Section 15.5(a), (b), (c), (d), (e) or
          (f) occurs during such ten consecutive Trading Days, the Closing Price
          for each Trading Day prior to the "ex" date for such other event shall
          be adjusted by multiplying such Closing Price by the same fraction by
          which the Conversion Price is so required to be adjusted as a result
          of such other event, (2) if the "ex" date for any event (other than
          the issuance, distribution or Repurchase Event requiring such
          computation) that requires an adjustment to the Conversion Price
          pursuant to Section 15.5(a), (b), (c), (d), (e) or (f) occurs on or
          after the "ex" date for the issuance or distribution requiring such
          computation and prior to the day in question, the Closing Price for
          each Trading Day on and after the "ex" date for such other event shall
          be adjusted by multiplying such Closing Price by the reciprocal of the
          fraction by which the Conversion Price is so required to be adjusted
          as a result of such other event, and (3) if the "ex" date for the
          issuance, distribution or Repurchase Date requiring such computation
          is prior to the day in question, after taking into account any
          adjustment required pursuant to clause (1) or (2) of this proviso, the
          Closing Price for each Trading Day on or after such "ex" date shall be
          adjusted by adding thereto the amount of any cash and the fair market
          value (as determined by the Board of Directors or, to the extent
          permitted by applicable law, a duly authorized committee thereof in a
          manner consistent with any determination of such value for purposes of
          Section 15.5(d) or (f), whose determination shall be conclusive and
          described in a resolution of the Board of Directors or such duly
          authorized committee thereof, as the case may be) of the evidences of
          indebtedness, shares of capital stock or assets being distributed
          applicable to one share of Common Stock as of the close of business on
          the day before such "ex" date.  For purposes of any computation under
          Section 15.5(f), the Current Market Price of the Common Stock on any
          date shall be deemed to be the average of the daily Closing Prices per
          share of Common Stock for such day and the next two succeeding Trading


                                      -74-
<PAGE>   75
          Days; PROVIDED, HOWEVER, that if the "ex" date for any event (other
          than the tender or exchange offer requiring such computation) that
          requires an adjustment to the Conversion Price pursuant to Section
          15.5(a), (b), (c), (d), (e) or (f) occurs on or after the Expiration
          Time for the tender or exchange offer requiring such computation and
          prior to the day in question, the Closing Price for each Trading Day
          on and after the "ex" date for such other event shall be adjusted by
          multiplying such Closing Price by the reciprocal of the fraction by
          which the Conversion Price is so required to be adjusted as a result
          of such other event.  For purposes of this paragraph, the term "ex"
          date, (1) when used with respect to any issuance or distribution,
          means the first date on which the Common Stock trades regular way on
          the relevant exchange or in the relevant market from which the Closing
          Price was obtained without the right to receive such issuance or
          distribution, (2) when used with respect to any subdivision or
          combination of shares of Common Stock, means the first date on which
          the Common Stock trades regular way on such exchange or in such market
          after the time at which such subdivision or combination becomes
          effective, and (3) when used with respect to any tender or exchange
          offer means the first date on which the Common Stock trades regular
          way on such exchange or in such market after the Expiration Time of
          such offer.

               (3)  "fair market value" shall mean the amount which a willing
          buyer would pay a willing seller in an arm's length transaction.

               (4)  "Record Date" shall mean, with respect to any dividend,
          distribution or other transaction or event in which the holders of
          Common Stock have the right to receive any cash, securities or other
          property or in which the Common Stock (or other applicable security)
          is exchanged for or converted into any combination of cash, securities
          or other property, the date fixed for determination of shareholders
          entitled to receive such cash, securities or other property (whether
          such date is fixed by the Board of Directors or by statute, contract
          or otherwise).

               (5)  "Trading Day" shall mean (x) if the applicable security is
          listed or admitted for trading on the New York Stock Exchange or
          another national security exchange, a day on which the New York Stock
          Exchange or another national security exchange is open for business or
          (y) if the applicable security is quoted on the Nasdaq National
          Market, a day on which trades may be made on thereon or (z) if the
          applicable security is not so listed, admitted for trading or quoted,
          any day other than a Saturday or Sunday or a day on which banking
          institutions in the State of New York are authorized or obligated by
          law or executive order to close.


                                      -75-
<PAGE>   76
          (h) The Company may make such reductions in the Conversion Price, in
     addition to those required by Sections 15.5 (a), (b), (c), (d), (e) and (f)
     as the Board of Directors considers to be advisable to avoid or diminish
     any income tax to holders of Common Stock or rights to purchase Common
     Stock resulting from any dividend or distribution of stock (or rights to
     acquire stock) or from any event treated as such for income tax purposes.

          To the extent permitted by applicable law, the Company from time to
     time may reduce the Conversion Price by any amount for any period of time
     if the period is at least twenty (20) days, the reduction is irrevocable
     during the period and the Board of Directors shall have made a
     determination that such reduction would be in the best interests of the
     Company, which determination shall be conclusive.  Whenever the Conversion
     Price is reduced pursuant to the preceding sentence, the Company shall mail
     to holders of record of the Notes a notice of the reduction at least
     fifteen (15) days prior to the date the reduced Conversion Price takes
     effect, and such notice shall state the reduced Conversion Price and the
     period during which it will be in effect.

          (i) No adjustment in the Conversion Price shall be required unless
     such adjustment would require an increase or decrease of at least 1% in
     such price; PROVIDED, HOWEVER, that any adjustments which by reason of this
     Section 15.5(i) are not required to be made shall be carried forward and
     taken into account in any subsequent adjustment.  All calculations under
     this Article XV shall be made by the Company and shall be made to the
     nearest cent or to the nearest one hundredth of a share, as the case may
     be.  No adjustment need be made for rights to purchase Common Stock
     pursuant to a Company plan for reinvestment of dividends or interest.  To
     the extent the Notes become convertible into cash, assets, property or
     securities (other than capital stock of the Company), no adjustment need be
     made thereafter as to the cash, assets, property or such securities.
     Interest will not accrue on the cash.

          (j) Whenever the Conversion Price is adjusted as herein provided, the
     Company shall promptly file with the Trustee and any conversion agent other
     than the Trustee an Officers' Certificate setting forth the Conversion
     Price after such adjustment and setting forth a brief statement of the
     facts requiring such adjustment.  Promptly after delivery of such
     certificate, the Company shall prepare a notice of such adjustment of the
     Conversion Price setting forth the adjusted Conversion Price and the date
     on which each adjustment becomes effective and shall mail such notice of
     such adjustment of the Conversion Price to the holder of each Note at his
     last address appearing on the Note register provided for in Section 2.5 of
     this Indenture, within 20 days after execution thereof.  Failure to deliver
     such notice shall not affect the legality or validity of any such
     adjustment.


                                      -76-
<PAGE>   77
          (k) In any case in which this Section 15.5 provides that an adjustment
     shall become effective immediately after a record date for an event, the
     Company may defer until the occurrence of such event (i) issuing to the
     holder of any Note converted after such record date and before the
     occurrence of such event the additional shares of Common Stock issuable
     upon such conversion by reason of the adjustment required by such event
     over and above the Common Stock issuable upon such conversion before giving
     effect to such adjustment and (ii) paying to such holder any amount in cash
     in lieu of any fraction pursuant to Section 15.3.

          (l) For purposes of this Section 15.5, the number of shares of Common
     Stock at any time outstanding shall not include shares held in the treasury
     of the Company but shall include shares issuable in respect of scrip
     certificates issued in lieu of fractions of shares of Common Stock.  The
     Company will not pay any dividend or make any distribution on shares of
     Common Stock held in the treasury of the Company.

     Section 15.6   EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
If any of the following events occur, namely (i) any reclassification or change
of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 15.5(c) applies), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the properties and assets of the Company as,
or substantially as, an entirety to any other corporation as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, then the Company or the successor or purchasing corporation, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that such Note shall be convertible
into the kind and amount of shares of stock and other securities or property or
assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock
available to convert all such Notes) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance (provided that, if
the kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance is not the same
for each share of Common Stock in respect of which such rights of election shall
not have been exercised ("nonelecting share")), then for the purposes of this
Section 15.6 the kind and amount of securities, cash or other property
receivable upon such consolidation, merger,


                                      -77-
<PAGE>   78
statutory exchange, sale or conveyance for each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares.  Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article.

        The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at his address appearing on the
Note register provided for in Section 2.5 of this Indenture, within twenty (20)
days after execution thereof.   Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.

        The above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and
conveyances.

        If this Section 15.6 applies to any event or occurrence, Section 15.5
shall not apply.

        Section 15.7   TAXES ON SHARES ISSUED.  The issue of stock certificates
on conversions of Notes shall be made without charge to the converting
Noteholder for any tax in respect of the issue thereof.  The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of stock in any name other than that
of the holder of any Note converted, and the Company shall not be required to
issue or deliver any such stock certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

        Section 15.8   RESERVATION OF SHARES; SHARES TO BE FULLY PAID;
COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK.  The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to provide
for the conversion of the Notes from time to time as such Notes are presented
for conversion.

        Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Price.

        The Company covenants that all shares of Common Stock which may be
issued upon conversion of Notes will upon issue be fully paid and non-assessable
by the Company and free from all taxes, liens and charges with respect to the
issue thereof.

        The Company covenants that if any shares of Common Stock to be provided
for the purpose of conversion of Notes hereunder require registration with or
approval of any


                                      -78-
<PAGE>   79
governmental authority under any federal or state law before such shares may be
validly issued upon conversion, the Company will in good faith and as
expeditiously as possible endeavor to secure such registration or approval, as
the case may be.

        The Company further covenants that if at any time the Common Stock shall
be listed on the Nasdaq National Market or any other national securities
exchange or automated quotation system the Company will, if permitted by the
rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated
quotation system, all Common Stock issuable upon conversion of the Notes.

        Section 15.9   RESPONSIBILITY OF TRUSTEE.  The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Notes to determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the nature or extent or
calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same.  The Trustee and any other conversion agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Note; and the Trustee and any
other conversion agent make no representations with respect thereto. Subject to
the provisions of Section 8.1, neither the Trustee nor any conversion agent
shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any Note for the purpose of conversion or
to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article.  Without limiting the generality of the foregoing,
neither the Trustee nor any conversion agent shall be under any responsibility
to determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 15.6 relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable
by Noteholders upon the conversion of their Notes after any event referred to in
such Section 15.6 or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 8.1, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon,
the Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

        Section 15.10  NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS.  In case:

               (a) the Company shall declare a dividend (or any other
        distribution) on its Common Stock that would require an adjustment in
        the Conversion Price pursuant to Section 15.5; or


                                      -79-
<PAGE>   80
               (b) the Company shall authorize the granting to the holders of
        its Common Stock of rights or warrants to subscribe for or purchase any
        share of any class or any other rights or warrants (other than the
        Rights granted pursuant to the Rights Plan, provided that the holders of
        the Notes receive the same notice received by all holders of Common
        Stock regarding such grant in accordance with the applicable notice
        provisions of the Rights Plan); or

               (c) of any reclassification or reorganization of the Common Stock
        of the Company (other than a subdivision or combination of its
        outstanding Common Stock, or a change in par value, or from par value to
        no par value, or from no par value to par value), or of any
        consolidation or merger to which the Company is a party and for which
        approval of any shareholders of the Company is required, or of the sale
        or transfer of all or substantially all of the assets of the Company; or

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

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at his address appearing on the Note register provided for in
Section 2.5 of this Indenture, as promptly as possible but in any event at
least fifteen (15) days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or
occur, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up.  Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up.


                                  ARTICLE XVI

                           REPURCHASE OF NOTES AT THE
                   OPTION OF THE HOLDER UPON REPURCHASE EVENT

        Section 16.1   RIGHT TO REQUIRE REPURCHASE.  In the event that a
Repurchase Event (as hereinafter defined) shall occur, then each holder shall
have the right, at the holder's option, to require the Company to repurchase,
and upon the exercise of such right the Company shall repurchase, all of such
holder's Notes, or any portion of the principal amount thereof that is an
integral multiple of U.S.$1,000 (provided that no single Note


                                      -80-
<PAGE>   81
may be repurchased in part unless the portion of the principal amount of such
Note to be outstanding after such repurchase is equal to U.S.$1,000 or integral
multiples of U.S.$1,000), on the date (the "Repurchase Date") that is 30 days
after the date of the Company Notice (as defined in Section 16.2) for cash at a
purchase price equal to 100% of the principal amount plus interest accrued and
unpaid interest to, but excluding, the Repurchase Date (the "Repurchase
Price"); provided that if the Repurchase Date is January 1 or July 1, then the
interest payable on such date shall be paid to the holder of record of the Note
on the next preceding December 15 or June 15, respectively. Whenever in this
Indenture there is a reference, in any context, to the principal of any Note as
of any time, such reference shall be deemed to include reference to the
Repurchase Price payable in respect of such Note to the extent that such
Repurchase Price is, was or would be so payable at such time, and express
mention of the Repurchase Price in any provision of this Indenture shall not be
construed as excluding the Repurchase Price in those provisions of this
Indenture when such express mention is not made.

        Section 16.2   NOTICES; METHOD OF EXERCISING REPURCHASE RIGHT,  ETC.

               (a) Unless the Company shall have theretofore called for
        redemption all of the outstanding Notes pursuant to Article III, on or
        before the 30th day after the occurrence of a Repurchase Event, the
        Company or, at the request of the Company on or before the 15th day
        after such occurrence, the Trustee shall give to all holders of Notes
        notice (the "Company Notice") of the occurrence of the Repurchase Event
        and of the repurchase right set forth herein arising as a result
        thereof.  The Company shall also deliver a copy of such notice of a
        repurchase right to the Trustee.

        Each notice of a repurchase right shall state:

        (1) the Repurchase Date,

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

        (3) the Repurchase Price,

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

        (5) that on the Repurchase Date the Repurchase Price will become due and
payable upon each such Note designated by the holder to be repurchased, and that
interest thereon shall cease to accrue on and after said date,

        (6) the Conversion Price, the date on which the right to convert the
Notes to be repurchased will terminate and the places where such Notes may be
surrendered for conversion, and


                                      -81-
<PAGE>   82
        (7) the place or places where such Notes are to be surrendered for
payment of the Repurchase Price and accrued interest, if any.

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

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

               (b) To exercise a repurchase right, a holder shall deliver to the
        Trustee or any paying agent on or before the 30th day after the date of
        the Company Notice (i) written notice of the holder's exercise of such
        right, which notice shall set forth the name of the holder, the
        principal amount of the Notes to be repurchased (and, if any Note is to
        repurchased in part, the serial number thereof, the portion of the
        principal amount thereof to be repurchased and the name of the Person in
        which the portion thereof to remain outstanding after such repurchase is
        to be registered) and a statement that an election to exercise the
        repurchase right is being made thereby, and (ii) the Notes with respect
        to which the repurchase right is being exercised.

               (c) In the event a repurchase right shall be exercised in
        accordance with the terms hereof, the Company shall pay or cause to be
        paid to the Trustee or the paying agent the Repurchase Price in cash,
        for payment to the holder on the Repurchase Date, together with accrued
        and unpaid interest to, but excluding, the Repurchase Date payable with
        respect to the Notes as to which the purchase right has been exercised.

               (d) If any Note (or portion thereof) surrendered for repurchase
        shall not be so paid on the Repurchase Date, the principal amount of
        such Note (or portion thereof, as the case may be) shall, until paid,
        bear interest from the Repurchase Date at the rate of 5 3/4% per annum,
        and each Note shall remain convertible into Common Stock until the
        principal of such Note (or portion thereof, as the case may be) shall
        have been paid or duly provided for.

               (e) Any Note which is to be repurchased only in part shall be
        surrendered to the Trustee (with, if the Company or the Trustee so
        requires, due endorsement by, or a written instrument of transfer in
        form satisfactory to the Company and the Trustee duly executed by, the
        holder thereof or his attorney duly authorized in writing), and the
        Company shall execute, and the Trustee shall authenticate and deliver to
        the holder of such Note without service charge, a new Note or Notes,
        containing identical terms and conditions, each in an authorized
        denomination in aggregate principal amount equal to and in exchange for
        the unrepurchased portion of the principal of the Note so surrendered.

        Section 16.3   CERTAIN DEFINITIONS.  For purposes of this Article XVI,


                                      -82-
<PAGE>   83
               (a) the term "beneficial owner" shall be determined in accordance
        with Rule 13d-3 promulgated by the Commission pursuant to the Exchange
        Act; and

               (b) the term "Person" shall include any syndicate or group which
        would be deemed to be a "person" under Section 13(d)(3) of the Exchange
        Act.

        Section 16.4   REPURCHASE EVENT.  A "Repurchase Event" shall be deemed
to have occurred at such time as:

               (a) any Person, other than the Company, any subsidiary of the
        Company, or any employee benefit plan of the Company or any such
        subsidiary, is or becomes the beneficial owner, directly or indirectly,
        through a purchase or other acquisition transaction or series of
        transactions (other than a merger or consolidation involving the
        Company), of shares of capital stock of the Company entitling such
        Person to exercise in excess of 50% of the total voting power of all
        shares of capital stock of the Company entitled to vote generally in the
        election of directors; or

               (b) there occurs any consolidation of the Company with, or merger
        of the Company into, any other Person, any merger of another Person into
        the Company, or any sale or transfer of all or substantially all of the
        assets of the Company to another Person (other than (i) any such
        transaction pursuant to which the holders of the Common Stock
        immediately prior to such transaction have, directly or indirectly,
        shares of capital stock of the continuing or surviving corporation
        immediately after such transaction which entitle such holders to
        exercise in excess of 50% of the total voting power of all shares of
        capital stock of the continuing or surviving corporation entitled to
        vote generally in the election of directors and (ii) any merger (1)
        which does not result in any reclassification, conversion, exchange or
        cancellation of outstanding shares of Common Stock or (2) which is
        effected solely to change the jurisdiction of incorporation of the
        Company and results in a reclassification, conversion or exchange of
        outstanding shares of Common Stock solely into shares of common stock);

provided, however, that a Repurchase Event shall not be deemed to have occurred
if either (a) the Closing Price per share of the Common Stock for any five
Trading Days within the period of ten consecutive Trading Days ending
immediately before the Repurchase Event shall equal or exceed 105% of the
Conversion Price in effect on each such trading day, or (b) at least 90% of the
consideration (excluding cash payments for fractional shares) in the
transaction or transactions constituting the Repurchase Event consists of
shares of common stock traded on a national securities exchange or quoted on
the Nasdaq National Market (or which will be so traded or quoted when issued or
exchanged in such connection with such Repurchase Event) and as a result of
such transaction or transactions such Notes become convertible solely into such
common stock.


                                      -83-
<PAGE>   84
                                  ARTICLE XVII

                            MISCELLANEOUS PROVISIONS

        Section 17.1   PROVISIONS BINDING ON COMPANY'S SUCCESSORS.  All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

        Section 17.2   OFFICIAL ACTS BY SUCCESSOR CORPORATION.  Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

        Section 17.3   ADDRESSES FOR NOTICES, ETC.   Any notice or demand which
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Notes on the Company shall be deemed
to have been sufficiently given or made, for all purposes, if given or served by
being deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee) to Telxon Corporation, 3330 West Market Street, Akron, Ohio, 44333,
Attention: Chief Financial Officer.  Any notice, direction, request or demand
hereunder to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or served by being deposited postage prepaid
by registered or certified mail in a post office letter box addressed to the
Corporate Trust Office, which office is, at the date as of which this Indenture
is dated, located at 100 E. Broad Street, 8th Floor, Columbus, Ohio, 43271,
Attention: Corporate Trust Division (Telxon Corporation 5 3/4% Convertible
Subordinated Notes due 2003).

        The Trustee, by notice to the Company, may designate additional or
different addresses for subsequent notices or communications.

        Any notice or communication mailed to a Noteholder shall be mailed to
him by first class mail, postage prepaid, at his address as it appears on the
Note register and shall be sufficiently given to him if so mailed within the
time prescribed.

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

        Section 17.4   GOVERNING LAW.  This Indenture and each Note shall be
deemed to be a contract made under the laws of New York, and for all purposes
shall be construed in accordance with the laws of New York.


                                      -84-
<PAGE>   85
        Section 17.5   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT;
CERTIFICATES TO TRUSTEE. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

        Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

        Section 17.6   LEGAL HOLIDAYS.   In any case where the date of maturity
of interest on or principal of the Notes or the date fixed for redemption of any
Note will not be a Business Day, then payment of such interest on or principal
of the Notes need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period from and after such date.

        Section 17.7   TRUST INDENTURE ACT.  This Indenture is hereby made
subject to, and shall be governed by, the provisions of the Trust Indenture Act
required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided, however, that, unless otherwise required by law,
notwithstanding the foregoing, this Indenture and the Notes issued hereunder
shall not be subject to the provisions of subsections (a)(1), (a)(2), and (a)(3)
of Section 314 of the Trust Indenture Act as now in effect or as hereafter
amended or modified; provided, further, that this Section 17.7 shall not require
this Indenture or the Trustee to be qualified under the Trust Indenture Act
prior to the time such qualification is in fact required under the terms of the
Trust Indenture Act, nor shall it constitute any admission or acknowledgment by
any party to such supplemental indenture that any such qualification is required
prior to the time such qualification is in fact required under the terms of the
Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in an indenture
qualified under the Trust Indenture Act, such required provision shall control.

        Section 17.8   NO SECURITY INTEREST CREATED.  Nothing in this Indenture
or in the Notes, whether expressed or implied, shall be construed to constitute,
create or perfect a


                                      -85-
<PAGE>   86
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect, in any jurisdiction where property of
the Company or its subsidiaries is located.

         Section 17.9       BENEFITS OF INDENTURE.  Nothing in this Indenture
or in the Notes, whether expressed or implied, shall give to any Person, other
than the parties hereto, any paying agent, any authenticating agent, any Note
registrar and their successors hereunder, the holders of Notes and the holders
of Senior Indebtedness, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         Section 17.10      TABLE OF CONTENTS, HEADINGS, ETC.  The table of
contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

         Section 17.11      AUTHENTICATING AGENT.  The Trustee may appoint an
authenticating agent which shall be authorized to act on its behalf and subject
to its direction in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.4, 2.5, 2.6, 2.7, 3.3 and 16.2, as fully to all
intents and purposes as though the authenticating agent had been expressly
authorized by this Indenture and those Sections to authenticate and deliver
Notes.  For all purposes of this Indenture, the authentication and delivery of
Notes by the authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee's certificate
of authentication.  Such authenticating agent shall at all times be a person
eligible to serve as trustee hereunder pursuant to Section 8.9.

         Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 17.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

         Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company.  The Trustee may at
any time terminate the agency of any authenticating agent by giving written
notice of termination to such authenticating agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time any authenticating agent shall cease to be eligible under this
Section, the Trustee shall promptly appoint a successor authenticating





                                      -86-
<PAGE>   87
agent (which may be the Trustee), shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all holders of
Notes as the names and addresses of such holders appear on the Note register.

         The Trustee agrees to pay to the authenticating agent from time to
time reasonable compensation for its services (to the extent pre-approved by
the Company in writing), and the Trustee shall be entitled to be reimbursed for
such pre-approved payments, subject to Section 8.6.

         The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11
shall be applicable to any authenticating agent.

         Section 17.12      EXECUTION IN COUNTERPARTS.  This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

         Bank One Trust Company, N.A. hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.





                                      -87-
<PAGE>   88
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly signed, all as of the date first written above.

                                      TELXON CORPORATION


                             By:    /s/ Kenneth W. Haver
                                ----------------------------------------------

                             Name:      Kenneth W. Haver
                                  --------------------------------------------

                             Title:     Senior Vice President, Chief Financial
                                   -------------------------------------------
                                        Officer and Treasurer


                             BANK ONE TRUST COMPANY, N.A.,  as Trustee
                             
                             By:    /s/ John Rothrock
                                ----------------------------------------------

                             Name:      John Rothrock
                                  --------------------------------------------

                             Title:     Senior Trust Officer
                                   -------------------------------------------