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                                                                     EXHIBIT 4.1
                                                                                
                                                                  EXECUTION COPY



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                       EOP OPERATING LIMITED PARTNERSHIP

                                     Issuer

                                      and

                      STATE STREET BANK AND TRUST COMPANY

                                    Trustee
                        _______________________________

                                   INDENTURE

                         Dated as of September 2, 1997
                           _________________________

                             SENIOR DEBT SECURITIES


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                                    TABLE OF CONTENTS
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RECITALS OF THE ISSUER...........................................    1

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS                                            1
           Acquired Indebtedness.................................    1
           Act...................................................    2
           Additional Amounts....................................    2
           Affiliate.............................................    2
           Annual Debt Service Charge............................    2
           Authenticating Agent..................................    2
           Authorized Newspaper..................................    2
           Bankruptcy Law........................................    2
           Bearer Security.......................................    2
           Board of Trustees.....................................    2
           Board Resolution......................................    2
           Business Day..........................................    2
           CEDEL.................................................    3
           Commission............................................    3
           Common Depositary.....................................    3
           Consolidated Income Available for Debt Service........    3
           Consolidated Interest Expense.........................    3
           Consolidated Net Income...............................    3
           Conversion Event......................................    3
           Corporate Trust Office................................    3
           corporation...........................................    3
           Coupon................................................    4
           Custodian.............................................    4
           Debt..................................................    4
           Defaulted Interest....................................    4
           Dollar................................................    4
           DTC...................................................    4
           ECU...................................................    4
           Euroclear.............................................    4
           European Community....................................    4
           European Monetary System..............................    4
           European Union........................................    4
           Event of Default......................................    5
           Exchange Act..........................................    5
           Exchange Date.........................................    5
           Foreign Currency......................................    5
           GAAP..................................................    5
           General Partner.......................................    5
           Government Obligations................................    5
           Holder................................................    5
           Indenture.............................................    5
           Indexed Security......................................    5
           Interest..............................................    5
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<TABLE>
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           Interest Payment Date.................................    6
           Issuer................................................    6
           Issuer Request........................................    6
           Judgment Currency.....................................    6
           Legal Holiday.........................................    6
           Make-Whole Amount.....................................    6
           Maturity..............................................    6
           Officers' Certificate.................................    6
           Opinion of Counsel....................................    6
           Original Issue Discount Security......................    6
           Outstanding...........................................    7
           Paying Agent..........................................    8
           Person................................................    8
           Place of Payment......................................    8
           Predecessor Security..................................    8
           Recourse Indebtedness.................................    8
           Redemption Date.......................................    8
           Redemption Price......................................    8
           Registered Security...................................    8
           Regular Record Date...................................    8
           Reinvestment Rate.....................................    8
           Repayment Date........................................    9
           Repayment Price.......................................    9
           Responsible Officer...................................    9
           Secured Debt..........................................    9
           Security..............................................    9
           Security Register.....................................    9
           Significant Subsidiary................................    9
           Special Record Date...................................    9
           Stated Maturity.......................................    9
           Statistical Release...................................   10
           Subsidiary............................................   10
           Total Assets..........................................   10
           Total Unencumbered Assets.............................   10
           Trust Indenture Act or TIA............................   10
           Trustee...............................................   10
           Undepreciated Real Estate Assets......................   10
           United States.........................................   10
           United States Person..................................   10
           Unsecured Debt........................................   11
           Yield to Maturity.....................................   11
SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS...............   11
SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............   11
SECTION 104.  ACTS OF HOLDERS....................................   12
SECTION 105.  NOTICES, ETC., TO TRUSTEE AND ISSUER...............   13
SECTION 106.  NOTICE TO HOLDERS; WAIVER..........................   13
SECTION 107.  EFFECT OF HEADINGS AND TABLE OF CONTENTS...........   14
SECTION 108.  SUCCESSORS AND ASSIGNS.............................   14
SECTION 109.  SEVERABILITY CLAUSE................................   14
SECTION 110.  BENEFITS OF INDENTURE..............................   14
SECTION 111.  GOVERNING LAW......................................   14
SECTION 112.  LEGAL HOLIDAYS.....................................   14
SECTION 113.  QUALIFICATION UNDER TRUST INDENTURE ACT............   15
SECTION 114.  COUNTERPARTS.......................................   15
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<TABLE>
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SECTION 115.  JUDGMENT CURRENCY..................................   15
SECTION 116.  NONRECOURSE........................................   15


                                  ARTICLE TWO

                                SECURITIES FORMS

SECTION 201.  FORMS OF SECURITIES................................   16
SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION....   16
SECTION 203.  SECURITIES ISSUABLE IN GLOBAL FORM.................   16


                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES...............   17
SECTION 302.  CURRENCY, DENOMINATIONS............................   21
SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.....   21
SECTION 304.  TEMPORARY SECURITIES...............................   23
SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE   25
SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES...   28
SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS RESERVED......   29
SECTION 308.  PERSONS DEEMED OWNERS..............................   30
SECTION 309.  CANCELLATION.......................................   31
SECTION 310.  COMPUTATION OF INTEREST............................   31


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE............   32
SECTION 402.  APPLICATION OF TRUST FUNDS.........................   33


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501   EVENTS OF DEFAULT..................................   33
SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.   35
SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR
              ENFORCEMENT BY TRUSTEE.............................   35
SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM...................   36
SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
              SECURITIES OR COUPONS..............................   37
SECTION 506.  APPLICATION OF MONEY COLLECTED.....................   37
SECTION 507.  LIMITATION ON SUITS................................   37
SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE 
              PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY, 
              INTEREST AND ADDITIONAL AMOUNTS....................   38
SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.................   38
SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.....................   38
SECTION 511.  DELAY OR OMISSION NOT WAIVER.......................   39
SECTION 512.  CONTROL BY HOLDERS OF SECURITIES...................   39
SECTION 513.  WAIVER OF PAST DEFAULTS............................   39
SECTION 514.  WAIVER OF USURY, STAY OR EXTENSION LAWS............   39
SECTION 515.  UNDERTAKING FOR COSTS..............................   40
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                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.  NOTICE OF DEFAULTS.................................   40
SECTION 602.  CERTAIN RIGHTS OF TRUSTEE..........................   40
SECTION 603.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF 
              SECURITIES.........................................   42
SECTION 604.  MAY HOLD SECURITIES................................   42
SECTION 605.  MONEY HELD IN TRUST................................   42
SECTION 606.  COMPENSATION AND REIMBURSEMENT.....................   42
SECTION 607.  CORPORATE TRUSTEE REQUIRED ELIGIBILITY; CONFLICTING 
              INTERESTS..........................................   43
SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..   43
SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.............   45
SECTION 610.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO 
              BUSINESS...........................................   45
SECTION 611.  APPOINTMENT OF AUTHENTICATING AGENT................   46


                                 ARTICLE SEVEN

                HOLDERS' LIST AND REPORTS BY TRUSTEE AND ISSUER

SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.......   47
SECTION 702.  REPORTS BY TRUSTEE.................................   48
SECTION 703.  REPORTS BY ISSUER..................................   48
SECTION 704.  ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF 
              HOLDERS............................................   48


                                 ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801.  CONSOLIDATIONS AND MERGERS OF ISSUER AND SALES, 
              LEASES AND CONVEYANCE PERMITTED SUBJECT TO CERTAIN 
              CONDITIONS.........................................   49
SECTION 802.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.........   49
SECTION 803.  OFFICERS' CERTIFICATE AND OPINION OF COUNSEL.......   50


                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.   50
SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS....   51
SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES...............   52
SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES..................   52
SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT................   52
SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.   52
SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES..................   52


                                  ARTICLE TEN

                                   COVENANTS

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE 
               AMOUNT, IF ANY, INTEREST AND ADDITIONAL AMOUNTS...   53
SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY...................   53
SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.   54
SECTION 1004.  LIMITATIONS ON INCURRENCE OF DEBT.................   56
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SECTION 1005.  [INTENTIONALLY OMITTED]...........................   57
SECTION 1006.  EXISTENCE.........................................   57
SECTION 1007.  MAINTENANCE OF PROPERTIES.........................   57
SECTION 1008.  INSURANCE.........................................   57
SECTION 1009.  PAYMENT OF TAXES AND OTHER CLAIMS.................   57
SECTION 1010.  PROVISION OF FINANCIAL INFORMATION................   57
SECTION 1011.  STATEMENT AS TO COMPLIANCE........................   58
SECTION 1012.  ADDITIONAL AMOUNTS................................   58
SECTION 1013.  WAIVER OF CERTAIN COVENANTS.......................   59


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  APPLICABILITY OF ARTICLE..........................   59
SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.............   59
SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.   59
SECTION 1104.  NOTICE OF REDEMPTION..............................   60
SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.......................   61
SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.............   61
SECTION 1107.  SECURITIES REDEEMED IN PART.......................   62


                                 ARTICLE TWELVE

                                 SINKING FUNDS

SECTION 1201.  APPLICABILITY OF ARTICLE..........................   62
SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENT WITH 
               SECURITIES........................................   62
SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.........   63


                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301.  APPLICABILITY OF ARTICLE..........................   63
SECTION 1302.  REPAYMENT OF SECURITIES...........................   63
SECTION 1303.  EXERCISE OF OPTION................................   63
SECTION 1304.  WHEN SECURITIES PRESENTED FOR
               REPAYMENT BECOME DUE AND PAYABLE..................   64
SECTION 1305.  SECURITIES REPAID IN PART.........................   65


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1401.  APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO 
               EFFECT DEFEASANCE OR COVENANT DEFEASANCE..........   65
SECTION 1402.  DEFEASANCE AND DISCHARGE..........................   65
SECTION 1403.  COVENANT DEFEASANCE...............................   66
SECTION 1404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE...   66
SECTION 1405.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE
               HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.....   67


                                ARTICLE FIFTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.........   68
SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS................   68
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SECTION 1503.  PERSONS ENTITLED TO VOTE AT MEETINGS..............   69
SECTION 1504.  QUORUM; ACTION....................................   69
SECTION 1505.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND 
               ADJOURNMENT OF MEETINGS...........................   70
SECTION 1506.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS...   70
SECTION 1507.  EVIDENCE OF ACTION TAKEN BY HOLDERS...............   71
SECTION 1508.  PROOF OF EXECUTION OF INSTRUMENTS.................   71


                                ARTICLE SIXTEEN

                        SECURITIES IN FOREIGN CURRENCIES

SECTION 1601.  APPLICABILITY OF ARTICLE..........................   71
</TABLE>



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                       EOP OPERATING LIMITED PARTNERSHIP

     Reconciliation and Tie between Trust Indenture Act of 1939 (the "TIA" or
"Trust Indenture Act") and the Indenture, dated as of September 2, 1997

<TABLE>
             <S>                          <C>
             Trust Indenture Act Section       Indenture Section
             Sec.  310(a)(1) ...............         607
                      (a)(2) ...............         607
                      (b) ..................         607, 608
             Sec.  312(a) ..................         704
             Sec.  312(c) ..................         701
             Sec.  313(a) ..................         702
                      (c)...................         702
             Sec.  314(a) ..................         703
                      (a)(4) ...............        1011
                      (c)(1) ...............         102
                      (c)(2) ...............         102
                      (e) ..................         102
             Sec.  315(b) ..................         601
             Sec.  316(a) (last sentence)...         101 ("Outstanding")
                      (a)(1)(A) ............         502, 512
                      (a)(1)(B) ............         513
                      (b) ..................         508
             Sec.  317(a)(1) ...............         503
                      (a)(2) ...............         504
             Sec.  318(a) ..................         113
                      (c) ..................         113
</TABLE>

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

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


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<PAGE>   9




     INDENTURE (this "Indenture"), dated as of September 2, 1997, between EOP
OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (the "Issuer"),
having its principal offices at Two North Riverside Plaza, 22nd Floor, Chicago,
Illinois  60606 and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, as Trustee hereunder (the "Trustee"), having its Corporate Trust
Office at Two International Place, Financial Services, Corporate Trust
Department, Boston, Massachusetts  02110.

                             RECITALS OF THE ISSUER

     The Issuer deems it necessary to issue from time to time for its lawful
purposes senior debt securities (hereinafter called the "Securities")
evidencing its unsecured and unsubordinated indebtedness, and has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of the Securities, unlimited as to principal amount,
to bear interest at the rates or formulas, to mature at such times and to have
such other provisions as shall be fixed as hereinafter provided.

     Upon making the appropriate filings with the Securities and Exchange
Commission, this Indenture will be subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE


            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.  DEFINITIONS.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

     (1)  the terms defined in this Article have the meanings assigned to
          them in this Article, and include the plural as well as the singular;

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

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

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

     (5)  the word "or" is always used inclusively.

     "ACQUIRED INDEBTEDNESS"  means Debt of a Person (i) existing at the time
the Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from the Person, in each case, other than Debt incurred
in connection with, or in contemplation of, the Person becoming a Subsidiary or
that acquisition.  Acquired Indebtedness shall be deemed to be incurred on


<PAGE>   10



the date of the related acquisition of assets from any Person or the date the
acquired Person becomes a Subsidiary.

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

     "ADDITIONAL AMOUNTS"  means any additional amounts which are required by a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Issuer in respect of certain taxes, assessments or
other governmental charges imposed on certain Holders and which are owing to
such Holders.

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

     "ANNUAL DEBT SERVICE CHARGE," as of any date means the amount which is
expensed in any 12-month period for Consolidated Interest Expense of the Issuer
and its Subsidiaries.

     "AUTHENTICATING AGENT"  means any Person authorized by the Trustee
pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

     "BANKRUPTCY LAW"  has the meaning specified in Section 501.

     "BEARER SECURITY"  means any Security established pursuant to Section 201
which is payable to bearer.

     "BOARD OF TRUSTEES"  means the board of trustees of the General Partner or
any committee of that board duly authorized to act thereunder.

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

     "BUSINESS DAY"  when used with respect to any Place of Payment or any
other location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, any day, other than a Saturday or Sunday or other day on which banking
institutions in that Place of Payment or particular location are authorized or
required by law, regulation or executive order to close.

     "CEDEL"  means Central de Livraison de Valeurs Mobilieres, S.A., or its
successor.


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

     "COMMON DEPOSITARY" has the meaning specified in Section 304(b).

     "CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE"  for any period means
Consolidated Net Income plus amounts which have been deducted in determining
Consolidated Net Income during such period for (i) Consolidated Interest
Expense, (ii) provision for taxes of the Issuer and its Subsidiaries based on
income, (iii) amortization (other than amortization of debt discount) and
depreciation, (iv) provisions for losses from sales or joint ventures, (v)
increases in deferred taxes and other non-cash items, (vi) charges resulting
from a change in accounting principles and (vii) charges for early
extinguishment of debt, and less amounts which have been added in determining
Consolidated Net Income during such period for (a) provisions for gains from
sales or joint ventures and (b) decreases in deferred taxes and other non-cash
items.

     "CONSOLIDATED INTEREST EXPENSE" means, for any period, and without
duplication, all interest (including the interest component of rentals on
leases reflected in accordance with GAAP as capitalized leases on the Issuer's
consolidated balance sheet, letter of credit fees, commitment fees and other
like financial charges) and all amortization of debt discount on all Debt
(including, without limitation, payment-in-kind, zero coupon and other
securities) of the Issuer and its Subsidiaries, but excluding legal fees, title
insurance charges and other out-of-pocket fees and expenses incurred in
connection with the issuance of Debt, all determined in accordance with GAAP.

     "CONSOLIDATED NET INCOME" for any period means the amount of net income
(or loss) of the Issuer and its Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.

     "CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
currency and for the settlement of transactions by a central bank or other
public institutions of or within the international banking community, (ii) the
ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union or (iii)
any currency unit or composite currency other than the ECU for the purposes for
which it was established.

     "CORPORATE TRUST OFFICE" means the principal corporate trust office of the
Trustee at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at Two
International Place, Financial Services, Corporate Trust Department, Boston, MA
02110, provided that with respect to presentment of Securities, a "Corporate
Trust Office" is also maintained at the date hereof at the Corporate Trust
Window, Concourse Level, 61 Broadway, New York, New York  10006.

     "CORPORATION" includes corporations and limited liability companies,
associations, partnerships, real estate investment trusts, companies and
business trusts.

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

     "CUSTODIAN" has the meaning specified in Section 501.

     "DEBT" of any Person means, without duplication, any indebtedness of such
Person, whether or not contingent, in respect of (i) borrowed money evidenced
by bonds, notes, debentures or similar instruments, (ii) indebtedness secured
by any mortgage, pledge, lien, charge, encumbrance or any security interest
existing on property owned by such Person, (iii) the reimbursement obligations,
contingent or otherwise, in connection with any letters of credit actually
issued or amounts representing the balance deferred and unpaid of the purchase
price of any property except any such


                                     - 3 -

<PAGE>   12




balance that constitutes an accrued expense or trade payable or (iv) any
lease of property by such Person as lessee which is reflected on such Person's
consolidated balance sheet as a capitalized lease in accordance with GAAP; in
the case of items of indebtedness under (i) through (iii) above to the extent
that any such items (other than letters of credit) would appear as a liability
on such Person's consolidated balance sheet in accordance with GAAP, and also
includes, to the extent not otherwise included, any obligation by such Person
to be liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), indebtedness of
another Person (other than such Person and its Subsidiaries) (it being
understood that "Debt" shall be deemed to be incurred by the Issuer and its
Subsidiaries on a consolidated basis whenever the Issuer and its Subsidiaries
on a consolidated basis shall create, assume, guarantee or otherwise become
liable in respect thereof; Debt of a Subsidiary of the Issuer existing prior to
the time it became a Subsidiary of the Issuer shall be deemed to be incurred
upon such Subsidiary's becoming a Subsidiary of the Issuer, and Debt of a
Person existing prior to a merger or consolidation of such Person with the
Issuer or any Subsidiary of the Issuer in which such Person is the successor of
the Issuer or such Subsidiary shall be deemed to be incurred upon the
consummation of such merger or consolidation); provided, however, that the term
Debt shall not include any such indebtedness that has been the subject of an
"in substance" defeasance in accordance with GAAP.

     "DEFAULTED INTEREST" has the meaning specified in Section 307.

     "DOLLAR" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.

     "DTC" has the meaning specified in Section 304(b).

     "ECU" means European Currency Units as defined and revised from time to
time by the Council of the European Community.

     "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

     "EUROPEAN COMMUNITY" means the European Economic Community.

     "EUROPEAN MONETARY SYSTEM" means the European Monetary System established
by the Resolution of December 5, 1978 of the Council of the European Community.

     "EUROPEAN UNION" means the European Community, the European Coal and Steel
Community and the European Atomic Energy Community.

     "EVENT OF DEFAULT" has the meaning specified in Article Five.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any successor
statute thereto, in each case as amended from time to time, and the rules and
regulations of the Commission thereunder.

     "EXCHANGE DATE" has the meaning specified in Section 304(b).

     "FOREIGN CURRENCY" means any currency, currency unit or composite
currency, including, without limitation, the ECU, issued by the government of
one or more countries other than the United States or by any recognized
confederation or association of such governments.

     "GAAP" means generally accepted accounting principles, as in effect from
time to time, as used in the United States applied on a consistent basis;
provided that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.


                                     - 4 -

<PAGE>   13




     "GENERAL PARTNER" means Equity Office Properties Trust, a Maryland real
estate investment trust, as managing general partner of the Issuer.

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

     "HOLDER" means, in the case of any Registered Security, the Person in
whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, the bearer thereof and, when used with respect to
any coupon, shall mean the bearer thereof.

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

     "INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

     "INTEREST," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1012, includes such
Additional Amounts.

     "INTEREST PAYMENT DATE," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

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

     "ISSUER REQUEST" and "ISSUER ORDER" mean, respectively, a written request
or order signed in the name of the Issuer by the General Partner by its
Chairman of the Board of Trustees, its President or a Vice President (whether
or not designated by a number or a word or words added before or after the
title "vice president"), and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, of the General Partner, and delivered to
the Trustee.

     "JUDGMENT CURRENCY" has the meaning specified in Section 115.

     "LEGAL HOLIDAY" means a day that is not a Business Day.

     "MAKE-WHOLE AMOUNT" means, in connection with any optional redemption or
accelerated payment of any Securities, the excess, if any, of:  (i) the
aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid


                                     - 5 -

<PAGE>   14




and the amount of interest (exclusive of interest accrued to the date of
redemption or accelerated payment) that would have been payable in respect of
each such dollar if such redemption had not been made, determined by
discounting, on a semi-annual basis, such principal and interest at the
Reinvestment Rate (determined on the third Business Day preceding the date
notice of such redemption is given) from the respective dates on which such
principal and interest would have been payable if such redemption or
accelerated payment had not been made, to the date of redemption or accelerated
payment; over (ii) the aggregate principal amount of the Securities being
redeemed or paid.

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

     "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board of Trustees, the President or a Vice President (whether or not designated
by a number or a word or words added before or after the title "vice
president") of the General Partner and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the General Partner, and
delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Issuer or the General Partner or who may be an employee of or
other counsel for the Issuer or the General Partner and who shall be reasonably
satisfactory to the Trustee.

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

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

           (i)  Securities theretofore canceled by the Trustee or
                the Security Registrar or delivered to the Trustee or the
                Security Registrar for cancellation,

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

           (iii) Securities, except to the extent provided in
                Sections 1402 and 1403, with respect to which the Issuer has
                effected defeasance and/or covenant defeasance as provided in
                Article Fourteen; and

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


                                     - 6 -

<PAGE>   15




provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination or calculation, upon a declaration of acceleration of the
maturity thereof pursuant to Section 502, (ii) the principal amount of any
Security denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section
301 as of the date such Security is originally issued by the Issuer, of the
principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent as of such date of original issuance of the amount determined
as provided in clause (i) above) of such Security, (iii) the principal amount
of any Indexed Security that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Issuer or any other obligor upon
the Securities or any Affiliate of the Issuer or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such determination or
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any Affiliate of
the Issuer or of such other obligor.

     "PAYING AGENT" means any Person authorized by the Issuer to pay the
principal of (and premium and Additional Amounts, if any) or interest on any
Securities or coupons on behalf of the Issuer.

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

     "PLACE OF PAYMENT," when used with respect to any Security, means the
place or places where the principal of (and premium and Additional Amounts, if
any) and interest on such Securities are payable as specified as contemplated
by Sections 301 and 1002.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

     "RECOURSE INDEBTEDNESS" means Debt, other than Secured Debt as to which
Secured Debt the liability of the obligor thereon is limited to its interest in
the collateral securing such Secured Debt, provided that no such Secured Debt
shall constitute Recourse Indebtedness by reason of provisions therein for
imposition of full recourse liability on the obligor for certain wrongful acts,
environmental liabilities, or other customary exclusions from the scope of
so-called "non-recourse" provisions.


                                     - 7 -

<PAGE>   16




     "REDEMPTION DATE," when used with respect to any Security to be redeemed,
in whole or in part, means the date fixed for such redemption by or pursuant to
this Indenture or such Security.

     "REDEMPTION PRICE," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture or
such Security.

     "REGISTERED SECURITY" shall mean any Security which is registered in the
Security Register.

     "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on any Registered Security of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

     "REINVESTMENT RATE" means .25% plus the arithmetic mean of the yields
under the heading "Week Ending" published in the most recent Statistical
Release under the caption "Treasury Constant Maturities" for the maturity
(rounded to the nearest month) corresponding to the remaining life to maturity,
as of the payment date of the principal being redeemed or paid.  If no maturity
exactly corresponds to such maturity, yields for the two published maturities
most closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month.  For the purposes of calculating
the Reinvestment Rate, the most recent Statistical Release published prior to
the date of determination of the Make-Whole Amount shall be used.  If the
format or content of the Statistical Release changes in a manner that precludes
determination of the Treasury yield in the above manner, then the Treasury
yield shall be determined in the manner that most closely approximates the
above manner, as reasonably determined by the Issuer.  If the format or content
of the Statistical Release changes in a manner that precludes determination of
the Treasury Yield in the above manner, then the Treasury Yield shall be
determined in the manner that most closely approximates the above manner, as
reasonably determined by the Issuer.

     "REPAYMENT DATE" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

     "REPAYMENT PRICE" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

     "RESPONSIBLE OFFICER," when used with respect to the Trustee, means any
officer in its corporate trust department (or similar group) having direct
responsibility for the administration of the trusts hereunder and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of such officer's knowledge and familiarity
with the particular subject.

     "SECURED DEBT" means, without duplication, Debt that is secured by a
mortgage, trust deed, deed of trust, deed to secure Debt, security agreement,
pledge, conditional sale or other title retention agreement, capitalized lease,
or other like agreement granting or conveying security title to or a security
interest in real property or other tangible assets.  Secured Debt shall be
deemed to be incurred (i) on the date the Issuer or any Subsidiary creates,
assumes, guarantees or otherwise becomes liable in respect thereof if it is
secured in the manner described in the preceding sentence on such date or (ii)
on the date the Issuer or any Subsidiary first secures such Debt in the manner
described in the preceding sentence if such Debt was not so secured on the date
it was incurred.

     "SECURITY" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; provided; however, that, if at any time there
is more than one Person acting as Trustee under this Indenture, "Securities"
with respect to the Indenture as to which such Person is Trustee shall have


                                     - 8 -

<PAGE>   17




the meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 305.

     "SIGNIFICANT SUBSIDIARY" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act of 1933, as amended) of the Issuer.

     "SPECIAL PAYING AGENT" shall have the meaning specified in Section
301(10).

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

     "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, means the date specified in such Security or a coupon
representing such installment of interest as the fixed date on which the
principal of such Security or such installment of principal or interest, or
such Additional Amounts are due and payable.

     "STATISTICAL RELEASE" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any determination under the Indenture, then such
other reasonably comparable index which shall be designated by the Issuer.

     "SUBSIDIARY" means, as to any Person, (i) a corporation, partnership,
limited liability company, trust, real estate investment trust or other entity
a majority of the voting power of the voting equity securities of which are
owned, directly or indirectly, by such Person or by one or more Subsidiaries of
such Person; (ii) a partnership, limited liability company, trust, real estate
investment trust or other entity not treated as a corporation for federal
income tax purposes the majority of the value of the equity interests of which
are owned, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person; and (iii) one or more corporations which, either
individually or in the aggregate, would be Significant Subsidiaries (as defined
herein, except that the investment, asset and equity thresholds for purposes of
this definition shall be 5%), the majority of the value of the equity interests
of which are owned, directly or indirectly, by such Person or by one or more
Subsidiaries of such Person.

     "TOTAL ASSETS" as of any date means the sum of (i) the Undepreciated Real
Estate Assets and (ii) all other assets of the Issuer and its Subsidiaries on a
consolidated basis determined in accordance with GAAP (but excluding
intangibles and accounts receivable).

     "TOTAL UNENCUMBERED ASSETS" as of any date means the sum of (i) the
Undepreciated Real Estate Assets not securing any portion of Secured Debt and
(ii) all other assets of the Issuer and its Subsidiaries on a consolidated
basis not securing any portion of Secured Debt determined in accordance with
GAAP (but excluding intangibles and accounts receivable).

     "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

     "TRUSTEE" means the Person named as the "Trustee" in the first paragraph
of this Indenture until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall
mean or include each Person who is then a Trustee


                                     - 9 -

<PAGE>   18




hereunder; provided, however, that if at any time there is more than one
such Person, "Trustee" as used with respect to the Securities of any series
shall mean only the Person which has agreed in writing to act as Trustee
hereunder with respect to Securities of that series, and its successors
hereunder.

     "UNDEPRECIATED REAL ESTATE ASSETS" as of any date means the cost (original
cost plus capital improvements) of real estate assets of the Issuer and its
Subsidiaries on such date, before depreciation and amortization, determined on
a consolidated basis in accordance with GAAP.

     "UNITED STATES" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

     "UNITED STATES PERSON" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

     "UNSECURED DEBT" means Debt of the Issuer or any Subsidiary that is not
Secured Debt.

     "YIELD TO MATURITY" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

     SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.  Except as otherwise
expressly provided in this Indenture, upon any application or request by the
Issuer to the Trustee to take any action under any provision of this Indenture,
the Issuer shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the  furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (including certificates delivered
pursuant to Section 1011) shall include:

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

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

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

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

     SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.  In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified


                                     - 10 -

<PAGE>   19




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

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

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

     SECTION 104.  ACTS OF HOLDERS.  (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing.  If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record.  Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Issuer.  Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting.  Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the TIA) conclusive in favor
of the Trustee and the Issuer and any agent of the Trustee or the Issuer, if
made in the manner provided in this Section.  The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1506.

     (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee
may determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

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

     (d) The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same may be proved by the production of such
Bearer Securities or by a certificate executed, as, depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Issuer,
wherever situated, if such certificate shall be deemed by the Issuer and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by


                                     - 11 -

<PAGE>   20




the certificate or affidavit of the Person holding such Bearer Securities,
if such certificate or affidavit is deemed by the Trustee to be satisfactory.
The Trustee and the Issuer may assume that such ownership of any Bearer
Security continues until (1) another certificate or affidavit bearing a later
date issued in respect of the same Bearer Security is produced, or (2) such
Bearer Security is produced to the Trustee by some other Person, or (3) such
Bearer Security is surrendered in exchange for a Registered Security, or (4)
such Bearer Security is no longer Outstanding.  The ownership, principal amount
and serial numbers of Bearer Securities held by the Person so executing such
instrument in writing and the date of the commencement and the date of the
termination of holding the same may also be proved in any other manner which
the Trustee deems sufficient.

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

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

     SECTION 105.  NOTICES, ETC., TO TRUSTEE AND ISSUER.  Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with

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

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

     SECTION 106.  NOTICE TO HOLDERS; WAIVER.  Unless otherwise provided in the
Board Resolution authorizing a particular series of Securities in accordance
with Section 301, where this Indenture provides for notice of any event to
Holders of Registered Securities by the Issuer or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each such Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice.  In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with


                                     - 12 -

<PAGE>   21




respect to other Holders of Registered Securities or the sufficiency
of any notice to Holders of Bearer Securities given as provided herein.  Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder
actually receives such notice.

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

     Except as otherwise expressly provided herein or otherwise specified with
respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in New York
City and in such other city or cities as may be specified in such Securities on
a Business Day, such publication to be not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.  Any
such notice shall be deemed to have been given on the date of such publication
or, if published more than once, on the date of the first such publication.

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

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

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

     SECTION 107.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.  The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     SECTION 108.  SUCCESSORS AND ASSIGNS.  All covenants and agreements in
this Indenture by the Issuer shall bind its successors and assigns, whether so
expressed or not.

     SECTION 109.  SEVERABILITY CLAUSE.  In case any provision in this
Indenture or in any Security or coupon shall be deemed invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     SECTION 110.  BENEFITS OF INDENTURE.  Nothing in this Indenture or in the
Securities or coupons, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders any benefit
or any legal or equitable right, remedy or claim under this Indenture.

     SECTION 111.  GOVERNING LAW.  This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the laws of the
State of New York.


                                     - 13 -

<PAGE>   22




     SECTION 112.  LEGAL HOLIDAYS.  In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security, or the last date on which a Holder has
the right to exchange Securities of a series that are exchangeable, shall be a
Legal Holiday at any Place of Payment, then (notwithstanding any other
provision of this Indenture or any Security or coupon other than a provision in
any Security or coupon that specifically states that such provision shall apply
in lieu hereof), payment of interest or any Additional Amounts or principal
(and premium or Make-Whole Amount, if any) need not be made at such Place of
Payment on such date and such Securities need not be exchanged on such date,
but such payment may be made and such Securities may be exchanged on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity or Maturity or on such
last day for exchange, provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity or
last day for or exchange, as the case may be.

     SECTION 113.  QUALIFICATION UNDER TRUST INDENTURE ACT.  In the event this
Indenture is or becomes qualified under the provisions of the TIA, the
provisions hereof shall be subject to the TIA, all provisions which the TIA
provides as automatically deemed to be included in an indenture to be qualified
thereunder shall be included herein, and, in the event of any conflict between
the provisions hereof and the provisions of the TIA, the provisions of the TIA
shall control.

     SECTION 114.  COUNTERPARTS.  This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

     SECTION 115.  JUDGMENT CURRENCY.  The Issuer agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, or Additional
Amounts on the Securities of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding that on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable, and (iii) shall not be affected
by judgment being obtained for any other sum due under this Indenture.  For
purposes of the foregoing, "New York Banking Day" means any day except a Legal
Holiday in The City of New York.

     SECTION 116.  NONRECOURSE.  Unless otherwise provided in the Board
Resolution authorizing a particular series of Securities in accordance with
Section 301, no recourse under or upon any obligation, covenant or agreement
contained in this Indenture, in any Security or coupon appertaining thereto, or
because of any Debt evidenced thereby (including, without limitation, any
obligation or indebtedness relating to the principal of, or premium or
Make-Whole Amount, if any, interest or any other amounts due, or claimed to be
due, on any Security issued hereunder), or for any claim based thereon or
otherwise in respect thereof, shall be had (i) against the General Partner or
any other partner, or any Person which owns an interest, directly or
indirectly, in any partner, in the Company, or (ii) against any promoter, as
such, or against any past, present or future shareholder, officer, trustee or
partner, as such, of the Company or the General


                                     - 14 -

<PAGE>   23




Partner or of any successor, either directly or through the Company or the
General Partner or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.  Unless
otherwise provided in the Board Resolution authorizing a particular series of
Securities in accordance with Section 301, the Holders of the Securities
hereunder acknowledge by the acceptance of the Securities that their sole
remedies under this Indenture for any Default by the Company in the payment of
the principal of, or any premium or Make-Whole Amount, if any,  interest or any
amounts due, or claimed to be due, on any Security, or otherwise, are limited
to claims against the property of the Company as provided in Section 503
hereof.

                                  ARTICLE TWO


                                SECURITIES FORMS

     SECTION 201.  FORMS OF SECURITIES.  The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Issuer may
deem appropriate 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 stock
exchange on which the Securities may be listed, or to conform to usage.

     Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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

     SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTI-CATION.  Subject
to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                                         (TRUSTEE)
                                         as Trustee

                                         By:  ______________________________
                                              Authorized Signatory

     SECTION 203.  SECURITIES ISSUABLE IN GLOBAL FORM.  If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (9) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
or any number of such Securities shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed thereon and
may also provide that the aggregate amount of

                                     - 15 -

<PAGE>   24




Outstanding Securities of such series represented thereby may from time to time
be increased or decreased to reflect exchanges.  Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Issuer Order to be delivered pursuant to Section 303 or 304.   Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Issuer Order.  If an Issuer Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Issuer with
respect to endorsement or delivery or redelivery of a Security in global form
shall be  in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

     The provisions of the last sentence of Section 303 shall apply to any
Security represented  by a Security in global form if such Security was never
issued and sold by the Issuer and the Issuer delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

     Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of, and any premium and
interest on, and any Additional Amounts in respect of, any Security in
temporary or permanent global form shall be made to the Person or Persons
specified therein.

     Notwithstanding the provisions of Section 308 and except as provided in
the preceding  paragraph, the Issuer, the Trustee and any agent of the Issuer
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (a) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (b) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 301.

                                 ARTICLE THREE


                                 THE SECURITIES

     SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.  The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series.  There shall be
established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (16) below), if
so provided, may be determined from time to time by the Issuer with respect to
unissued Securities of the series when issued from time to time):

     (1)  the title of the Securities of the series (which shall
          distinguish the Securities of such series from all other series of
          Securities);

     (2)  any limit upon the aggregate principal amount of the Securities
          of the series that may be authenticated and delivered under this
          Indenture (except for Securities authenticated and delivered upon
          registration of transfer of, or in exchange for, or in lieu of, other
          Securities of the series pursuant to Sections 304, 305, 306, 906,
          1107 or 1305);

                                     - 16 -

<PAGE>   25





     (3)  the percentage of the principal amount at which the Securities
          of the series will be issued and, if other than the principal amount
          thereof, the portion of the principal amount thereof payable upon
          declaration of acceleration of maturity thereof;

     (4)  the date or dates, or the method for determining such date or
          dates, on which the principal of the Securities of the series shall
          be payable;

     (5)  the rate or rates at which the Securities of the series shall
          bear interest, if any, or the method by which such rate or rates
          shall be determined, the date or dates from which such interest shall
          accrue or the method by which such date or dates shall be determined,
          the Interest Payment Dates on which such interest will be payable and
          the Regular Record Date, if any, for the interest payable on any
          Registered Security on any Interest Payment Date, or the method by
          which such date shall be determined, and the basis upon which
          interest shall be calculated if other than that of a 360-day year of
          twelve 30-day months;

     (6)  the place or places, if any, other than the Corporate Trust
          Office of the Trustee, where (i) the principal of (and premium or
          Make-Whole Amount, if any), interest, if any, on, and Additional
          Amounts, if any, payable in respect of, the Securities of the series
          shall be payable, (ii) any Registered Securities of the series may be
          surrendered for registration of transfer or exchange and (iii)
          notices or demands to or upon the Issuer in respect of the Securities
          of the series and this Indenture may be served;

     (7)  the period or periods within which, the price or prices at
          which, the currency or currencies, currency unit or units or
          composite currency or currencies in which, and other terms and
          conditions upon which the Securities of the series may be redeemed,
          as a whole or in part, at the option of the Issuer, if the Issuer is
          to have such an option;

     (8)  the obligation, if any, of the Issuer to redeem, repay or
          purchase the Securities of the series pursuant to any sinking fund or
          analogous provision or at the option of a Holder thereof, and the
          period or periods within which or the date or dates on which, the
          price or prices at which, the currency or currencies, currency unit
          or units or composite currency or currencies in which, and other
          terms and conditions upon which the Securities of the series shall be
          redeemed, repaid or purchased, as a whole or in part, pursuant to
          such obligation;

     (9)  if other than denominations of $1,000 and any integral multiple
          thereof, the denominations in which any Registered Securities of the
          series shall be issuable and, if other than denominations of $5,000
          and any integral multiple thereof, the denomination or denominations
          in which any Bearer Securities of the series shall be issuable;

     (10) if other than the Trustee, the identity of each Security
          Registrar and/or Paying Agent and/or offshore Paying Agent (a
          "Special Paying Agent") required to act as paying agent and/or
          exchange agent for a series of Securities outside of the United
          States;

     (11) if other than the principal amount thereof, the portion of the
          principal amount of the Securities of the series that shall be
          payable upon declaration of acceleration of the Maturity thereof
          pursuant to Section 502 or the method by which such portion shall be
          determined;

     (12) if other than Dollars, the Foreign Currency or Currencies in
          which payment of the principal of (and premium or Make-Whole Amount,
          if any) or interest or Additional

                                     - 17 -

<PAGE>   26




           Amounts, if any, on the Securities of the series shall be payable or
           in which the Securities of the series shall be denominated;

     (13) whether the amount of payments of principal of (and premium or
          Make-Whole Amount, if any) or interest, if any, on the Securities of
          the series may be determined with reference to an index, formula or
          other method (which index, formula or method may be based, without
          limitation, on one or more currencies, currency units, composite
          currencies, commodities, equity indices or other indices), and the
          manner in which such amounts shall be determined;

     (14) whether the principal of (and premium or Make-Whole Amount, if
          any) or interest or Additional Amounts, if any, on the Securities of
          the series are to be payable, at the election of the Issuer or a
          Holder thereof, in a currency or currencies, currency unit or units
          or composite currency or currencies other than that in which such
          Securities are denominated or stated to be payable, the period or
          periods within which, and the terms and conditions upon which, such
          election may be made, and the time and manner of, and identity of the
          exchange rate agent with responsibility for, determining the exchange
          rate between the currency or currencies, currency unit or units or
          composite currency or currencies in which such Securities are
          denominated or stated to be payable and the currency or currencies,
          currency unit or units or composite currency or currencies in which
          such Securities are to be so payable;

     (15) provisions, if any, granting special rights to the Holders of
          the Securities of the series upon the occurrence of such events as
          may be specified;

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

     (17) whether the Securities of the series will be in certificated or
          book-entry form and, if certificated, whether Securities of the
          series are to be issuable as Registered Securities, Bearer Securities
          (with or without coupons) or both, any restrictions applicable to the
          offer, sale or delivery of Bearer Securities and the terms upon which
          Bearer Securities of the series may be exchanged for Registered
          Securities of the series and vice versa (if permitted by applicable
          laws and regulations), whether any Securities of the series are to be
          issuable initially in temporary global form and whether any
          Securities of the series are to be issuable in permanent global form
          with or without coupons and, if so, whether beneficial owners of
          interests in any such permanent global Security may exchange such
          interests for Securities of such series and of like tenor of any
          authorized form and denomination and the circumstances under which
          any such exchanges may occur, if other than in the manner provided in
          Section 305, and, if Registered Securities of the series are to be
          issuable as a global Security, the identity of the depositary for
          such series;

     (18) the date as of which any Bearer Securities of the series and
          any temporary global Security representing Outstanding Securities of
          the series shall be dated if other than the date of original issuance
          of the first Security of the series to be issued;

     (19) the Person to whom any interest on any Registered Security of
          the series shall be payable, if other than the Person in whose name
          that Security (or one or more Predecessor Securities) is registered
          at the close of business on the Regular Record Date for such
          interest, the manner in which, or the Person to whom, any interest on
          any Bearer Security of the series shall be payable, if otherwise than
          upon presentation and surrender of the coupons appertaining thereto
          as they severally mature, and the extent to which, or the manner in
          which, any interest payable on a

                                     - 18 -

<PAGE>   27




          temporary global Security on an Interest Payment Date will be paid
          if other than in the manner provided in Section 304;

     (20) the applicability, if any, of Sections 1402 and/or 1403 to the
          Securities of the series and any provisions in modification of, in
          addition to or in lieu of, any of the provisions of Article Fourteen;

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

     (22) whether and under what circumstances the Issuer will pay
          Additional Amounts on the Securities of the series to any Holder who
          is not a United States Person (including any modification to the
          definition of such term) in respect of any tax, assessment or
          governmental charge and, if so, whether the Issuer will have the
          option to redeem such Securities rather than pay such Additional
          Amounts (and the terms of any such option);

     (23) with respect to any Securities that provide for optional
          redemption or prepayment upon the occurrence of certain events (such
          as a change of control of the Issuer), (i) the possible effects of
          such provisions on the market price of the Issuer's or the General
          Partner's securities or in deterring certain mergers, tender offers
          or other takeover attempts, and the intention of the Issuer to comply
          with the requirements of Rule 14e-1 under the Exchange Act and any
          other applicable securities laws in connection with such provisions;
          (ii) whether the occurrence of the specified events may give rise to
          cross-defaults on other indebtedness such that payment on such
          Securities may be effectively subordinated; and (iii) the existence
          of any limitations on the Issuer's financial or legal ability to
          repurchase such Securities upon the occurrence of such an event
          (including, if true, the lack of assurance that such a repurchase can
          be effected) and the impact, if any, under the Indenture of such a
          failure, including whether and under what circumstances such a
          failure may constitute an Event of Default;

     (24) with respect to any Securities that may be issued in a private
          offering, the restrictions on transfer and legends relating to such
          Securities of the series and whether Securities of the series are
          entitled to registration or exchange rights;

     (25) if other than the Trustee named in the first paragraph of this
          Indenture, the identity of the Person to act as Trustee for such
          series; provided that any such Person shall in writing agree to act
          as Trustee with respect to said series of Securities subject to the
          provisions hereof and of any other agreement affecting said series;
          and

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

     All Securities of any one series and the coupons, if any, appertaining to
any Bearer Securities of the series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution establishing the
series (subject to Section 303 and the second paragraph of this Section 301)
and set forth in an Officers' Certificate or in any indenture supplemental
hereto.  All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent
of the Holders, for issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an
appropriate record of such action(s) shall be

                                     - 19 -

<PAGE>   28




certified by the Secretary or an Assistant Secretary of the General Partner and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the Securities of such series.

     SECTION 302.  CURRENCY, DENOMINATIONS.  Unless otherwise provided as
contemplated by Section 301, the principal of, any premium and interest on and
any Additional Amounts with respect to the Securities shall be payable in
Dollars.  Unless otherwise provided as contemplated by Section 301, Registered
Securities denominated in Dollars (other than Registered Securities issued in
global form, which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities denominated in Dollars (other than Bearer Securities issued in
global form, which may be of any denomination) shall be issuable in
denominations of $5,000 and any integral multiple thereof.  Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

     SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.  The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Issuer by the General Partner by its Chairman of the Board, its President
or one of its Vice Presidents (whether or not designated by a number or word or
words added before or after the title "vice president") and attested by its
Secretary or one of its Assistant Secretaries.  The signature of any of these
officers on the Securities and coupons may be manual or facsimile signatures of
the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver the Securities of any series, together with
any coupon appertaining thereto, executed by the Issuer to the Trustee for
authentication, together with an Issuer Order for the  authentication and
delivery of such Securities, and the Trustee in accordance with the Issuer
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or CEDEL, as the case
may be, in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture.  If
any Security shall be represented by a permanent global Bearer Security, then,
for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security.  Except as permitted by Section
306, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant coupons for interest then matured have been detached and
canceled.

     If all the Securities of any series are not to be issued at one time and
if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Issuer Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula,
maturity date, date of issuance and date from which interest shall accrue.  In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such

                                     - 20 -

<PAGE>   29



Securities, the Trustee shall be entitled to receive, and (subject to TIA
Section 315(a) through 315(d)) shall be fully protected in relying upon:

     (a)  an Opinion of Counsel stating that:

          (1)  the terms and the form or forms of such Securities and any
               coupons have been established in conformity with the provisions
               of this Indenture; and

          (2)  such Securities, together with any coupons appertaining thereto,
               when completed by appropriate insertions and executed and
               delivered by the Issuer to the Trustee for authentication in
               accordance with this Indenture, authenticated and delivered by
               the Trustee in accordance with this Indenture and issued by the
               Issuer in the manner and subject to any conditions specified in
               such Opinion of Counsel, will constitute legal, valid and binding
               obligations of the Issuer, enforceable in accordance with their
               terms, subject to applicable bankruptcy, insolvency,
               reorganization and other similar laws of general applicability
               relating to or affecting the enforcement of creditors' rights
               generally and to general equitable principles and will entitle
               the Holders thereof to the benefits of this Indenture; and

     (b)  an Officers' Certificate stating that all conditions precedent
          provided for in this Indenture relating to the issuance of the
          Securities have been complied with and that, to the best of the
          knowledge of the signers of such certificate, no Event of Default with
          respect to any of the Securities shall have occurred and be
          continuing.

     If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate otherwise
required pursuant to Section 301 or an Issuer Order, or an Opinion of Counsel
or an Officers' Certificate otherwise required pursuant to the preceding
paragraph at the time of issuance of each Security of such series, but such
order, opinion and certificates, with appropriate modifications to cover such
future issuances, shall be delivered at or before the time of issuance of the
first Security of such series.

     Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

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

                                     - 21 -

<PAGE>   30




such Security has never been issued and sold by the Issuer, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

     SECTION 304.  TEMPORARY SECURITIES.  (a) Pending the preparation of
definitive Securities of any series, the Issuer may execute, and upon Issuer
Order the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form, or, if
authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.  Such temporary Securities may
be in global form.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Issuer will cause definitive Securities of that series to be
prepared without unreasonable delay.  After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Issuer in a
Place of Payment for that series, without charge to the Holder.  Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any nonmatured coupons appertaining thereto), the Issuer shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security, and provided further
that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth in
this Indenture.  Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

     (b) Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(b) shall govern the exchange of temporary Securities issued in
global form other than through the facilities of The Depositary Trust Company
("DTC").  If any such temporary Security is issued in global form, then such
temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the
"Common Depositary"), for the benefit of Euroclear and CEDEL, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

     Without unnecessary delay, but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Issuer shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Issuer.  On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Issuer's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged.  The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof;
provided, however, that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depositary, such temporary
global Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euroclear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by CEDEL as


                                     - 22 -

<PAGE>   31




to the portion of such temporary global Security held for its account then
to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture or
in such other form as may be established pursuant to Section 301; and provided
further that definitive Bearer Securities shall be delivered in exchange for a
portion of a temporary global Security only in compliance with the requirements
of Section 303.

     Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear
or CEDEL, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or CEDEL, as the case may be, a certificate in the form
set forth in Exhibit A-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed
for such series of Securities and each Paying Agent.  Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
CEDEL.  Definitive Securities in bearer form to be delivered in exchange for
any portion of a temporary global Security shall be delivered only outside the
United States.

     Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to
the applicable Exchange Date shall be payable to Euroclear and CEDEL on such
Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee of a
certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment
Date to the respective accounts of Persons who are the beneficial owners of
such temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in
such other forms as may be established pursuant to Section 301).
Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section 304(b) and of the third paragraph
of Section 303 of this Indenture and the interests of the Persons who are the
beneficial owners of the temporary global Security with respect to which such
certification was made will be exchanged for definitive Securities of the same
series and of like tenor on the Exchange Date or the date of certification if
such date occurs after the Exchange Date, without further act or deed by such
beneficial owners.  Except as otherwise provided in this paragraph, no payments
of principal or interest owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in such
temporary global Security shall have been exchanged for an interest in a
definitive Security.  Any interest so received by Euroclear and CEDEL and not
paid as herein provided shall be returned to the Trustee prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Issuer.

     (c) Unless otherwise provided in or pursuant to a Board Resolution, this
Section 304(c) shall govern the exchange of temporary Securities issued in
global form through the facilities of DTC.  If any such temporary Security is
issued in global form, then such temporary global security shall, unless
otherwise provided therein, be delivered to DTC for credit to the respective
accounts of the beneficial owners of such Securities (or to such other accounts
as they may direct).


                                     - 23 -

<PAGE>   32




     Without unnecessary delay, but in any event not later than the Exchange
Date, the Issuer shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary
global Security, executed by the Issuer.  On or after the Exchange Date, such
temporary global Security shall be surrendered by DTC to the Trustee, as the
Issuer's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged.  The definitive Securities to
be delivered in exchange for any such temporary global Security shall be in
registered form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof.

     Unless otherwise specified in such temporary global Security, the interest
of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs DTC to
request such exchange on his behalf.  Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to
the beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such
definitive Securities in person.

     Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities for such series occurring prior to
the applicable Exchange Date shall be payable to DTC on such Interest Payment
Date, for credit without further interest on or after such Interest Payment
Date to the respective accounts of Persons who are the beneficial owners of
such temporary global Security on such Interest Payment Date.

     SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.  The
Issuer shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Issuer in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Issuer in a Place of Payment being herein sometimes
referred to collectively as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Registered Securities and of transfers of Registered
Securities.  The Security Register shall be in written form or any other form
capable of being converted into written form within a reasonable time.  The
Trustee, at its Corporate Trust Office, is hereby appointed "Security
Registrar" for the purpose of registering Registered Securities and transfers
of Registered Securities on such Security Register as herein provided.  The
Issuer shall have the right to remove and replace from time to time the
Security Registrar for any series of Securities; provided that no such removal
or replacement shall be effective until a successor Security Registrar with
respect to such series of Securities shall have been appointed by the Issuer
and shall have accepted such appointment by the Issuer.  In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.

     Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Issuer in a Place of Payment for that series, the Issuer shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.  Whenever any such Registered
Securities are so surrendered for exchange, the Issuer shall execute,

                                     - 24 -

<PAGE>   33




and the Trustee shall authenticate and deliver, the Registered Securities which
the Holder making the exchange is entitled to receive.

     Unless otherwise specified with respect to any series of Securities as
contemplated by Section 301, Bearer Securities may not be issued in exchange
for Registered Securities.  If (but only if) permitted by the applicable Board
Resolution and (subject to Section 303) set forth in the  applicable Officers'
Certificate, or in any indenture supplemental hereto, delivered as contemplated
by Section 301, at the option of the Holder, Bearer Securities of any series
may be exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons in default thereto
appertaining.  If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, any such
permitted exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Issuer in an amount equal to the face amount
of such missing coupon or coupons, or the surrender of such missing coupon or
coupons may be waived by the Issuer and the Trustee if there is furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless.  If thereafter the Holder of such Security shall
surrender to any Paying Agent any such  missing coupon in respect of which such
a payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that, except as otherwise provided
in Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located
outside the United States.  Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in a
permitted exchange for a Registered Security of the same series and like tenor
after the close of business at such office or agency on (i) any Regular Record
Date and before the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the case
may be, will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.
Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

     If provided as contemplated by Section 301, at the option of the Holder,
Registered Securities of such series may be exchanged for Bearer Securities
upon such terms and conditions as may be provided in or pursuant to this
Indenture with respect to such series.  Whenever any Securities are so
surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph.  If the depositary for any
permanent global Security is DTC, then unless the terms of such global Security
expressly permit such global Security to be exchanged in whole or in part for
definitive Securities, a global Security may be transferred, in whole but not
in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a
successor to DTC for such global Security elected or approved by the Issuer or
to a nominee of such successor to DTC.  If at any time DTC notifies the Issuer
that it is unwilling or unable to continue as depositary for the applicable
global Security or Securities or if at any time DTC ceases to be a clearing
agency registered under the Exchange Act if so required by applicable law or
regulation, the Issuer shall appoint a successor depositary with respect to
such global Security or Securities.  If (x) a successor depositary for such
global Security or Securities is not appointed by the Issuer within 90 days
after the Issuer receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (y) an Event of Default has occurred and is
continuing and the beneficial owners representing a majority in principal

                                     - 25 -

<PAGE>   34




amount of the applicable series of Securities represented by such global
Security or Securities advise DTC to cease acting as depositary for such global
Security or Securities or (z) the Issuer, in its sole discretion, determines at
any time that all Outstanding Securities (but not less than all) of any series
issued or issuable in the form of one or more global Securities shall no longer
be represented by such global Security or Securities, then the Issuer shall
execute, and the Trustee shall authenticate and deliver definitive Securities
of like series, rank, tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such global Security or
Securities.  If any beneficial owner of an interest in a permanent global
Security is otherwise entitled to exchange such interest for Securities of such
series and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301 and provided that any
applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest day on which such interest may be so exchanged, the Issuer shall
execute, and the Trustee shall authenticate and deliver definitive Securities
in aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent global Security.  On or after the earliest
date on which such interests may be so exchanged, such permanent global
Security shall be surrendered for exchange by DTC or such other depositary as
shall be specified in the Issuer Order with respect thereto to the Trustee, as
the Issuer's agent for such purpose, provided, however, that no such exchanges
may occur during a period beginning at the opening of business 15 days before
any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided further that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States.  If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the  case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is
payable in accordance with the provisions of this Indenture.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 304, 906, 1107 or 1305 not involving any
transfer.

     Except as otherwise provided in or pursuant to this Indenture, the Issuer
or the Trustee, as applicable, shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 1103 and
ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the
day of the first publication of the relevant notice of redemption or, 




                                     - 26 -

<PAGE>   35






if such Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (iii) to
exchange any Bearer Security so selected for redemption except that such a
Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

     SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.  If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Issuer, together with, in proper cases, such
security or indemnity as may be required by the Issuer or the Trustee to save
each of them or any agent of either of them harmless, the Issuer shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

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

     Notwithstanding the provisions of the previous two paragraphs, in case any
such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Issuer in its discretion may, instead of
issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon, provided, however, that payment of principal of (and premium or
Make-Whole Amount, if any), and interest on and any Additional Amounts with
respect to, Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, any interest in
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

     Every new Security of any series with its coupons, if any, issued pursuant
to this Section in lieu of any destroyed, lost or stolen Security, or in
exchange for a Security to which a destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the Issuer,
whether or not the destroyed, lost or stolen Security and its coupons, if any,
or the destroyed, lost or stolen coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series and their
coupons, if any, duly issued thereunder.



                                     - 27 -
<PAGE>   36

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

     SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS RESERVED.  Except as
otherwise specified with respect to a series of Securities in accordance with
the provisions of Section 301, interest on and Additional Amounts with respect
to any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Issuer maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest on any Registered Security
may at the Issuer's option be paid by (i) mailing a check for such interest,
payable to or upon the written order of the Person entitled thereto pursuant to
Section 308, to the address of such Person as it appears on the Security
Register or (ii) transfer to an account maintained by the payee located inside
the United States.

     Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

     Unless otherwise provided as contemplated by Section 301, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case may be,
with respect to that portion of such permanent global Security held for its
account by Cede & Co.  or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

     In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.

     Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Issuer, at its election in each case, as
provided in clause (A) or (B) below:

                (A) The Issuer may elect to make payment of any Defaulted
           Interest to the Persons in whose names the Registered Securities of
           such series (or their respective Predecessor Securities) are
           registered at the close of business on a Special Record Date for the
           payment of such Defaulted Interest, which shall be fixed in the
           following manner.  The Issuer shall notify the Trustee in writing of
           the amount of Defaulted Interest proposed to be paid on each
           Registered Security of such series and the date of the proposed
           payment (which shall not be less than 20 days after such notice is
           received by the Trustee), and at the same time the Issuer shall
           deposit with the Trustee an amount of money in the currency or
           currencies, currency unit or units or composite currency or
           currencies in which the Securities of such series are payable
           (except as otherwise specified pursuant to Section 301 for the
           Securities of such series) equal to the aggregate amount proposed to
           be paid in respect of such Defaulted Interest or shall make
           arrangements satisfactory to the Trustee for such

                                     - 28 -

<PAGE>   37


           deposit on or 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 provided in this clause.
           Thereupon the Trustee shall fix a Special Record Date for the
           payment of such Defaulted Interest which shall be not more than 15
           days and not less than 10 days prior to the date of the proposed
           payment and not less than 10 days after the receipt by the Trustee
           of the notice of the proposed payment.  The Trustee shall promptly
           notify the Issuer of such Special Record Date and, in the name and
           at the expense of the Issuer, shall cause notice of the proposed
           payment of such Defaulted Interest and the Special Record Date
           therefor to be mailed, first class postage prepaid, to each Holder
           of Registered Securities of such series at his address as it appears
           in the Security Register not less than 10 days prior to such Special
           Record Date.  The Trustee may, in its discretion, in the name and at
           the expense of the Issuer, cause a similar notice to be published at
           least once in an Authorized Newspaper in each Place of Payment, but
           such publications shall not be a condition precedent to the
           establishment of such Special Record Date.  Notice of the proposed
           payment of such Defaulted Interest and the Special Record Date
           therefore having been mailed as aforesaid, such Defaulted Interest
           shall be paid to the Persons in whose names the Registered
           Securities of such series (or their respective Predecessor
           Securities) are registered at the close of business on such Special
           Record Date and shall no longer be payable pursuant to the following
           clause (B).  In case a Bearer Security of any series is surrendered
           at the office or agency in a Place of Payment for such series in
           exchange for a Registered Security of such series after the close of
           business at such office or agency on any Special Record Date and
           before the opening of business at such office or agency on the
           related proposed date for payment of Defaulted Interest, such Bearer
           Security shall be surrendered without the coupon relating to such
           proposed date of payment and Defaulted Interest will not be payable
           on such proposed date of payment in respect of the Registered
           Security issued in exchange for such Bearer Security, but will be
           payable only to the Holder of such coupon when due in accordance
           with the provisions of this Indenture.

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

     Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

     SECTION 308.  PERSONS DEEMED OWNERS.  Prior to due presentment of a
Registered Security for registration of transfer, the Issuer, the Trustee and
any agent of the Issuer or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium or Make-Whole Amount, if
any), and (subject to Sections 305 and 307) interest on and any Additional
Amounts with respect to such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be
affected by notice to the contrary.

     Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery.  The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the Holder of any Bearer Security and the Holder of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving any payment with respect to payment thereof or on account thereof and
for all other purposes whatsoever, whether or not any payment with respect to
such Security or

                                     - 29 -

<PAGE>   38


coupon be overdue, and neither the Issuer, the Trustee nor any agent of the
Issuer or the Trustee shall be affected by notice to the contrary.

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

     Notwithstanding the foregoing, with respect to any global Security,
nothing herein shall prevent the Issuer, the Trustee, or any agent of the
Issuer or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depositary, as a Holder, with respect
to such global Security or impair, as between such depositary and owners of
beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

     SECTION 309.  CANCELLATION.  All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it;
provided, however, where the Place of Payment is located outside of the United
States, the Paying Agent at such Place of Payment may cancel the Securities
surrendered to it for such purposes prior to delivering the Securities to the
Trustee.  The Issuer may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Issuer may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Issuer has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee.  If the Issuer shall so acquire any of the Securities, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.  No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture.  Canceled
Securities and coupons held by the Trustee shall be destroyed by the Trustee
and the Trustee shall deliver a certificate of such destruction to the Issuer,
unless by an Issuer Order the Issuer directs their return to it.

     SECTION 310.  COMPUTATION OF INTEREST.  Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest
on the Securities shall be computed on the basis of a 360-day year consisting
of twelve 30-day months.

                                  ARTICLE FOUR


                           SATISFACTION AND DISCHARGE

     SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.  This Indenture
shall upon Issuer Request cease to be of further effect with respect to any
series of  Securities specified in such Issuer Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1012), and the Trustee, upon receipt of an
Issuer Order, and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

     (a)  either


                                     - 30 -
<PAGE>   39


           (1)  all Securities of such series theretofore
                authenticated and delivered and all coupons, if any,
                appertaining thereto (other than (i) coupons appertaining to
                Bearer Securities surrendered in exchange for Registered
                Securities and maturing after such exchange, whose surrender is
                not required or has been waived as provided in Section 305,
                (ii) Securities and coupons of such series which have been
                destroyed, lost or stolen and which have been replaced or paid
                as provided in Section 306, (iii) coupons appertaining to
                Securities called for redemption and maturing after the
                relevant Redemption Date, whose surrender has been waived as
                provided in Section 1106, and (iv) Securities and coupons of
                such series for whose payment money has theretofore been
                deposited in trust or segregated and held in trust by the
                Issuer and thereafter repaid to the Issuer or discharged from
                such Trust, as provided in Section 1003) have been delivered to
                the Trustee for cancellation; or

           (2)  all Securities of such series and, in the case of
                (A) or (B) below, any coupons appertaining thereto not
                theretofore delivered to the Trustee for cancellation

                (A)   have become due and payable, or

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

                (C)   if redeemable at the option of the
                      Issuer, are to be called for redemption within one year
                      under arrangements satisfactory to the Trustee for the
                      giving of notice of redemption by the Trustee in the
                      name, and at the expense, of the Issuer,

                 and the Issuer, in the case of (A), (B) or (C) above, has
                 irrevocably deposited or caused to be deposited with the
                 Trustee as trust funds in trust for such purpose an amount in
                 the currency or currencies, currency unit or units or
                 composite currency or currencies in which the Securities of
                 such series are payable, sufficient to pay and discharge the
                 entire indebtedness on such Securities and such coupons not
                 theretofore delivered to the Trustee for cancellation, for
                 principal (and premium or Make-Whole Amount, if any) and
                 interest, and any Additional Amounts with respect thereto, to
                 the date of such deposit (in the case of Securities which have
                 become due and payable) or to the Stated Maturity or
                 Redemption Date, as the case may be,

     (b)  the Issuer has paid or caused to be paid all other sums payable
          hereunder by the Issuer; and

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Issuer to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

     SECTION 402.  APPLICATION OF TRUST FUNDS.  Subject to the provisions of
the last paragraph of Section 1003, all money and Government Obligations
deposited with the Trustee pursuant to Section 401 or Article 14 shall be held
in trust and applied by it, in accordance with the provisions of the
Securities, the coupons and this Indenture, to the payment, either directly

                                     - 31 -

<PAGE>   40


or through any Paying Agent (including the Issuer acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium or Make-Whole Amount, if any), and any interest and
Additional Amounts for whose payment such money has or Government Obligations
have been deposited with or received by the Trustee, but such money and
Government Obligations need not be segregated from other funds except to the
extent required by law.

                                  ARTICLE FIVE


                                    REMEDIES

     SECTION 501.  EVENTS OF DEFAULT.  "Event of Default," wherever used herein
with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) unless such event is
specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officers' Certificate establishing the terms of such series
pursuant to this Indenture:

     (a)  default in the payment of any interest upon or any Additional
          Amounts payable in respect of any Security of that series or of any
          coupon appertaining thereto, when such interest or Additional Amounts
          or coupon becomes due and payable, and continuance of such default
          for a period of 30 days; or

     (b)  default in the payment of the principal of (or premium or
          Make-Whole Amount, if any, on) any Security of that series when it
          becomes due and payable at its Maturity; or

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

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

     (e)  a default under any evidence of Recourse Indebtedness of the
          Issuer, or under any mortgage, indenture or other instrument of the
          Issuer (including a default with respect to Securities of any series
          other than that series) under which there may be issued or by which
          there may be secured any Recourse Indebtedness of the Issuer (or by
          any Subsidiary, the repayment of which the Issuer has guaranteed or
          for which the Issuer is directly responsible or liable as obligor or
          guarantor), whether such Recourse Debt now exists or shall hereafter
          be created, which default shall constitute a failure to pay an
          aggregate principal amount exceeding $5,000,000 of such indebtedness
          when due and payable after the expiration of any applicable grace
          period with respect thereto and shall have resulted in such
          indebtedness in an aggregate principal amount exceeding $5,000,000
          becoming or being declared due and payable prior to the date on which
          it would otherwise have become due and payable, without such
          indebtedness having been discharged, or such acceleration having been
          rescinded or annulled, within a period of 10 days after there shall
          have been given, by registered or certified mail, to the Issuer by
          the Trustee or to the

                                     - 32 -

<PAGE>   41


           Issuer and the Trustee by the Holders of at least 25% in principal
           amount of the Outstanding Securities of that series of a written
           notice specifying such default and requiring the Issuer to cause
           such indebtedness to be discharged or cause such acceleration to be
           rescinded or annulled and stating that such notice is a "Notice of
           Default" hereunder; or

     (f)  the Issuer or any Significant Subsidiary pursuant to or within
          the meaning of any Bankruptcy Law:

           (1)  commences a voluntary case;

           (2)  consents to the entry of an order for relief
                against it in an involuntary case;

           (3)  consents to the appointment of a Custodian of it or
                for all or substantially all of its property; or

           (4)  makes a general assignment for the benefit of its
                creditors; or

     (g)  a court of competent jurisdiction enters an order or decree
          under any Bankruptcy Law that:

           (1)  is for relief against the Issuer or any Significant
                Subsidiary in an involuntary case,

           (2)  appoints a Custodian of the Issuer or any
                Significant Subsidiary or for all or substantially all of
                either of its property, or

           (3)  orders the liquidation of the Issuer or any
                Significant Subsidiary,

           and the order or decree remains unstayed and in effect for 90 days;
           or

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

As used in this Section 501, the term "Bankruptcy Law" means title 11, U.S.
Code or any similar Federal or state law for the relief of debtors and the term
"Custodian" means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

     SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.  If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Issuer (and to the Trustee if given by the Holders), and upon any such
declaration such principal or such lesser amount shall become immediately due
and payable.

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

     (a)  the Issuer has paid or deposited with the Trustee a sum
          sufficient to pay in the currency or currency unit or composite
          currency in which the Securities of such series

                                     - 33 -

<PAGE>   42


          are payable (except as otherwise specified pursuant to Section 301
          for the Securities of such series):

          (1)  all overdue installments of interest on and any
               Additional Amounts payable in respect of all Outstanding
               Securities of that series and any related coupons,

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

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

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

     (b)  all Events of Default with respect to Securities of that
          series, other than the nonpayment of the principal of (or premium or
          Make-Whole Amount, if any) or interest on, and any Additional Amounts
          with respect to Securities of that series which have become due
          solely by such declaration of acceleration, have been cured or waived
          as provided in Section 513.

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

     SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.  The Issuer covenants that if:

     (a)  default is made in the payment of any installment of interest
          or Additional Amounts, if any, on any Security of any series and any
          related coupon when such interest or Additional Amount becomes due
          and payable and such default continues for a period of 30 days, or

     (b)  default is made in the payment of the principal of (or premium
          or Make-Whole Amount, if any, on) any Security of any series at its
          Maturity,

then the Issuer will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest and Additional Amounts, with
interest upon any overdue principal (and premium or Make-Whole Amount, if any)
and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest or Additional Amounts, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

                                     - 34 -

<PAGE>   43


of the property of the Issuer or any other obligor upon such Securities and any
related coupons wherever situated.

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

     SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Issuer or any other obligor upon the Securities or the property of the
Issuer or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Issuer for the payment of
overdue principal, premium or Make-Whole Amount, if any, or interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise:

           (a)  to file and prove a claim for the whole amount, or
                such lesser amount as may be provided for in the Securities of
                such series, of principal (and premium or Make-Whole Amount, if
                any) and interest and Additional Amounts, if any, owing and
                unpaid in respect of the Securities and any related coupons, to
                file such other claims of the Trustee (including any claim for
                the reasonable compensation, expenses, disbursements and
                advances of the Trustee, its agents and counsel) and of the
                Holders allowed in such judicial proceeding, and to take any
                other action with respect to such claims, including
                participating as a member of any official committee of
                creditors appointed in the matters as it deems necessary or
                advisable, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of the Securities of such series and coupons to make such payments
to the Trustee, and the Trustee is hereby constituted and appointed,
irrevocably, the attorney-in-fact for each of the Holders of the Securities of
such series to collect and receive such monies or other property and to deduct
therefrom any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee and any predecessor Trustee, their
agents and counsel, and any other amounts due the Trustee or any predecessor
Trustee, under Section 606, and in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee and any predecessor Trustee, their agents and counsel,
and any other amounts due the Trustee or any predecessor Trustee under Section
606.

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

     SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
OR COUPONS.  All rights of action and claims under this Indenture or any of the
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of

                                     - 35 -

<PAGE>   44


any of the Securities or coupons or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery 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 Securities and coupons in respect
of which such judgment has been recovered.

     SECTION 506.  APPLICATION OF MONEY COLLECTED.  Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium or Make-Whole Amount, if any) or
interest and any Additional Amounts, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 606;

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

          THIRD:  The balance, if any, to the Issuer.

     SECTION 507.  LIMITATION ON SUITS.  No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

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


                                     - 36 -

<PAGE>   45


     SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
OR MAKE-WHOLE AMOUNT, IF ANY, INTEREST AND ADDITIONAL AMOUNTS.  Notwithstanding
any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium or Make-Whole Amount, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective Stated Maturity or
Maturities specified in such Security or coupon (or, in the case of redemption,
on the Redemption Date or, in the case of repayment, on the Repayment Date) and
to institute suit for the enforcement of any such payment and such rights shall
not be impaired without the consent of such Holder.

     SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.  If the Trustee or any
Holder of a Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, the Issuer, the Trustee and the
Holders of Securities and coupons shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

     SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.  Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to each
Holder of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

     SECTION 511.  DELAY OR OMISSION NOT WAIVER.  No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to
any Holder may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by such Holder of Securities or coupons, as the
case may be.

     SECTION 512.  CONTROL BY HOLDERS OF SECURITIES.  The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series
and any related coupons, provided that

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

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

     (c)  the Trustee need not take any action which might involve it in
          personal liability or be unduly prejudicial to the Holders of
          Securities of such series not joining therein.

     SECTION 513.  WAIVER OF PAST DEFAULTS.  The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default

                                     - 37 -

<PAGE>   46



     (a)  in the payment of the principal of (or premium or Make-Whole Amount,
          if any) or interest on or Additional Amounts payable in respect of any
          Security of such series or any related coupons, or

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

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

     SECTION 514.  WAIVER OF USURY, STAY OR EXTENSION LAWS.  The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

     SECTION 515.  UNDERTAKING FOR COSTS.  All parties to this Indenture agree,
and each Holder of any Security by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 25% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest or Additional Amounts, if any on any Security on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date or, in the case of
repayment, on or after the Repayment Date).

                                  ARTICLE SIX


                                  THE TRUSTEE

     SECTION 601.  NOTICE OF DEFAULTS.  Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series for which it
is acting as Trustee, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder known
to the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium or Make-Whole Amount, if any) or interest on or any Additional
Amounts with respect to any Security of such series, or in the payment of any
sinking fund installment with respect to the Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the best interests of the Holders of the
Securities and coupons of such series; and provided further that in the case of
any default or breach of the character specified in Section 501(d) with respect
to the Securities and coupons of such series, no such notice to Holders shall
be given until at least 60 days after the occurrence thereof.  For the purpose
of this Section, the term "default" means any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to the
Securities of such series.


                                     - 38 -

<PAGE>   47


     SECTION 602.  CERTAIN RIGHTS OF TRUSTEE.

     (a)  after the occurrence of an Event of Default hereunder and for
          so long as such Event of Default is continuing, with respect to the
          series of Securities for which it is acting, the Trustee shall
          exercise such of the rights and powers vested in it by the Indenture
          and use of the same degree of care and skill in their exercise as a
          prudent person would exercise or use under the circumstances in the
          conduct of such Person's own affairs;

     (b)  nothing herein shall relieve the Trustee from liability for its
          own negligent action, its own negligent failure to act or its own
          willful misconduct, except that the Trustee shall not be liable
          except for the performance of such duties as are specifically set
          forth herein;

     (c)  if different Trustees have been appointed with respect to
          different series of Securities, no Trustee shall be responsible for
          the actions or omissions of any other Trustee nor have any  liability
          to the Holders of any series of Securities for which it is not
          acting;

     (d)  the Trustee may rely and shall be protected in acting or
          refraining from acting upon any resolution, certificate, statement,
          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture, note, coupon or other paper or document
          believed by it to be genuine and to have been signed or presented by
          the proper party or parties, and the Trustee may conclusively rely,
          as to the truth of the statements and correctness of the opinions
          expressed therein, in the absence of bad faith on the part of the
          Trustee; provided, however, that the Trustee shall examine such
          papers or documents furnished to it pursuant to this Indenture to
          determine whether or not such papers or documents conform to the
          requirements of the Indenture;

     (e)  any request or direction of the Issuer mentioned herein shall
          be sufficiently evidenced by an Issuer Request or Issuer Order (other
          than delivery of any Security, together with any coupons appertaining
          thereto, to the Trustee for authentication and delivery pursuant to
          Section 303 which shall be sufficiently evidenced as provided
          therein) and any resolution of the Board of Trustees may be
          sufficiently evidenced by a Board Resolution;

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

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

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

     (i)  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,


                                     - 39 -
<PAGE>   48


           request, direction, consent, order, bond, debenture, note, coupon 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 Issuer, personally or
           by agent or attorney following reasonable notice to the Issuer;

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

     (k)  the Trustee shall not be charged with knowledge of any Event of
          Default described in Section 501(d), (e), (f) or (g) hereof unless a
          Responsible Officer of the Trustee shall have actual knowledge of
          such Event of Default; and

     (l)  in the event the Issuer shall appoint a Special Paying Agent in
          connection with a series of Securities, the Issuer and the Trustee
          shall enter into a special paying agent agreement (a "Special Paying
          Agent Agreement") with such Person on terms as may be mutually agreed
          by the Issuer, the Trustee and such Special Paying Agent.
          Notwithstanding any other provision contained herein, such Special
          Paying Agent so appointed shall be a third party beneficiary of this
          Agreement, and all of the benefits and protections of the Trustee
          provided for herein (including, but not limited to all of the
          provisions for the benefit of the Trustee contained in this Article
          Six) shall also apply to the Special Paying Agent, in addition to,
          and not as a substitute for, such other benefits and protections as
          may be provided for in the related Special Paying Agent Agreement.

     The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

     Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

     SECTION 603.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.  The
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons shall be taken as the
statements of the Issuer, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility and Qualification on Form T-1 supplied to the Issuer
are true and correct, subject to the qualifications set forth therein.  Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Issuer of Securities or the proceeds thereof.

     SECTION 604.  MAY HOLD SECURITIES.  The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Trustee or
the Issuer, in its individual or any other capacity, may become the owner or
pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311
of the TIA, may otherwise deal with the Issuer with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar, Authenticating
Agent or such other agent.


                                     - 40 -

<PAGE>   49


     SECTION 605.  MONEY HELD IN TRUST.  Except as provided in Section 402 and
Section 1003, money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Issuer.

     SECTION 606.  COMPENSATION AND REIMBURSEMENT.  The Issuer agrees:

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

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

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

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(f) or Section 501(g), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

     As security for the performance of the obligations of the Issuer under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (or premium or Make-Whole Amount, if
any) or interest or any Additional Amounts on particular Securities or any
related coupons.

     The provisions of this Section shall survive the termination of this
Indenture.

     SECTION 607.  CORPORATE TRUSTEE REQUIRED ELIGIBILITY; CONFLICTING
INTERESTS.  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000.  If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.  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 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.


                                     - 41 -
<PAGE>   50



     (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.  Notwithstanding anything to the
contrary contained herein, Section 310(b) of the TIA is hereby incorporated
herein by reference and deemed a part hereof.

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

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

     (d)  If at any time:

          (1)  the Trustee shall fail to comply with the provisions of TIA
               Section 310(b) after written request therefor by the Issuer or by
               any Holder of a Security who has been a bona fide Holder of a
               Security for at least six months, or

          (2)  the Trustee shall cease to be eligible under Section 607 and
               shall fail to resign after written request therefor by the Issuer
               or by any Holder of a Security who has been a bona fide Holder of
               a Security for at least six months, 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, (A) the Issuer by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (B) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities of such series and the appointment of a successor Trustee or
Trustees.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Issuer, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 609.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Issuer and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 609, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Issuer.  If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Issuer or the Holders of Securities and
accepted appointment in the manner


                                     - 42 -
<PAGE>   51


provided in Section 609, any Holder of a Security who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to
Securities of such series.

     (f)  The Issuer shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner provided for notices to the Holders of Securities in Section 106.  Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

     SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     (a)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Issuer and to the retiring Trustee, an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Issuer or the successor Trustee, such retiring Trustee shall, upon, payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.

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

     (c)  Upon request of any such successor Trustee, the Issuer shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section, as the case may be.

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

                                     - 43 -

<PAGE>   52



     SECTION 610.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In case any Securities or coupons shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons.  In case any Securities or coupons
shall not have been authenticated by  such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

     SECTION 611.  APPOINTMENT OF AUTHENTICATING AGENT.  At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series or pursuant to Section 306 issued upon original issue, exchange,
registration of transfer or partial redemption or repayment thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder.  Any such appointment shall be evidenced by an instrument in
writing signed by a Responsible Officer of the Trustee, a copy of which
instrument shall be promptly furnished to the Issuer.  Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certification of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.

     Each Authenticating Agent shall be acceptable to the Issuer and shall at
all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States of America or
of any State or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authorities.  If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  In case at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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

     An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Issuer.  The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Issuer.  Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent


                                     - 44 -
<PAGE>   53


shall cease to be eligible in accordance with the provisions of this Section,
the Trustee for such series may appoint a successor Authenticating Agent which
shall be acceptable to the Issuer and shall give notice of such appointment to
all Holders of Securities of the series with respect to which such
Authenticating Agent will serve in the manner set forth in Section 106.  Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent
herein.  No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.

     The Issuer agrees to pay to each Authenticating Agent from time to time
reasonable compensation including reimbursement of its reasonable expenses for
its services under this Section.

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

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

                                  (TRUSTEE)
                                  as Trustee

                                  By:
                                      ------------------------
                                      as Authenticating Agent

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

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

                                 ARTICLE SEVEN


                HOLDERS' LIST AND REPORTS BY TRUSTEE AND ISSUER

     SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.  Every Holder
of Securities or coupons, by receiving and holding the same, agrees with the
Issuer and the Trustee that neither the Issuer nor the Trustee nor an
Authenticating Agent nor any Paying Agent nor any Security Registrar shall be
held accountable by reason of the disclosure of any information as to the names
and addresses of the Holders of Securities in accordance with TIA Section
312(c), regardless of the source from which such information was derived, and
that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).



                                     - 45 -
<PAGE>   54


     SECTION 702.  REPORTS BY TRUSTEE.

     (a) Within 60 days after December 31 of each year commencing with the
first December 31 following the first issuance of Securities pursuant to
Section 301, if required by Section 313(a) of the TIA, the Trustee shall
transmit, pursuant to Section 313(c) of the TIA, a brief report dated as of
such December 31 with respect to any of the events specified in said Section
313(a) which may have occurred since the later of the immediately preceding
December 31 and the date of this Indenture.

     (b) The Trustee shall transmit the reports required by Section 313(a) of
the TIA at the times specified therein.

     (c) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and 313(d) of the TIA.

     SECTION 703.  REPORTS BY ISSUER.  The Issuer will, pursuant to TIA Section
314(a):

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

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

     (c) transmit by mail to the Holders of Securities, within 30 days after
     the filing thereof with the Trustee, in the manner and to the extent
     provided in TIA Section 313(c), such summaries of any information,
     documents and reports required to be filed by the Issuer pursuant to
     Section 1010 and paragraphs (a) and (b) of this Section as may be required
     by rules and regulations prescribed from time to time by the Commission.

     SECTION 704.  ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
In accordance with TIA Section 312(a), the Issuer will furnish or cause to be
furnished to the Trustee:

     (a) semiannually, not later than 15 days after the Regular Record Date for
interest of each series of Securities, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Registered
Securities of such series as of such Regular Record Date, or if there is no
Regular Record Date for interest for such series of Securities, semiannually,
upon such dates as are set forth in the Board Resolution or indenture
supplemental hereto authorizing such series, and

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


                                     - 46 -
<PAGE>   55


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

                                 ARTICLE EIGHT


                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

     SECTION 801.  CONSOLIDATIONS AND MERGERS OF ISSUER AND SALES, LEASES AND
CONVEYANCE PERMITTED SUBJECT TO CERTAIN CONDITIONS.  The Issuer may consolidate
with, or sell, lease or convey all or substantially all of its assets to, or
merge with or into, any other Person, provided that (a) the Issuer shall be the
continuing corporation, or the successor Person or its transferees or assignees
of such assets (if other than the Issuer) formed by or resulting from any such
consolidation or merger or which shall have received the transfer of such
assets by lease (subject to the continuing obligations of Issuer set forth in
Section 802) or otherwise, either directly or indirectly, shall expressly
assume the payment of the principal of (and premium or Make-Whole Amount, if
any) and interest on all the Securities, and the due and punctual performance
and observance of all of the covenants and conditions in this Indenture; (b)
the successor Person formed by or resulting from any such consolidation or
merger or which shall have received the transfer of assets pursuant to this
Section 801 shall be a United States Person; and (c) immediately after giving
effect to such transaction and treating any Debt which becomes an obligation of
the Issuer or any Subsidiary as a result thereof as having been incurred by the
Issuer or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or the lapse of time, or both, would become
such an Event of Default, shall have occurred and be continuing.

     SECTION 802.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.  In case of any
such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Issuer with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities.  Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Issuer, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Issuer and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Issuer, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the
officers of the Issuer to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose.  All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as
the Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date of
the execution hereof.

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

     SECTION 803.  OFFICERS' CERTIFICATE AND OPINION OF COUNSEL.  Any
consolidation, merger, sale, lease or conveyance permitted under Section 801 is
also subject to the condition that the Trustee receive an Officers' Certificate
and an Opinion of Counsel to the effect that any such consolidation, merger,
sale, lease or conveyance, and the assumption by any successor corporation,
complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


                                     - 47 -
<PAGE>   56


                                  ARTICLE NINE


                            SUPPLEMENTAL INDENTURES

     SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.  Without
the consent of any Holders of Securities or coupons, the Issuer, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

          (a) to evidence the succession of another Person to the Issuer or the
     addition of another Person and the assumption by any such successor or
     additional Person of the covenants of the Issuer herein and in the
     Securities; or

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

          (c) to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such Events of Default
     are to be for the benefit of less than all series of Securities, stating
     that such Events of Default are expressly being included solely for the
     benefit of such series); provided, however, that in respect of any such
     additional Events of Default such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default or may limit the right of the
     Holders of a majority in aggregate principal amount of that or those
     series of Securities to which such additional Events of Default apply to
     waive such default; or

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

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

          (f) to secure the Securities; or

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

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



                                     - 48 -

<PAGE>   57


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

          (j) to supplement any of the provisions of this Indenture to such
     extent  as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 401, 1402 and
     1403, provided that any such action shall not adversely affect the
     interests of the Holders of Securities of such series and any related
     coupons or any other series of Securities in any material respect;
     provided that only the Trustee appointed with respect to any series of
     Securities shall be required to enter into a supplemental indenture
     affecting such series.

     SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.  With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by
or pursuant to a Board Resolution, and the Trustee may enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of Securities
and any related coupons under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

          (a) change the Stated Maturity of the principal of (or premium or
     Make-Whole Amount, if any, on) or any installment of principal of or
     interest on or any Additional Amounts with respect to, any Security, or
     reduce the principal amount thereof or the rate or amount of interest
     thereon or any Additional Amounts payable in respect thereof, or any
     premium payable upon the redemption thereof, or change any obligation of
     the Issuer to pay Additional Amounts pursuant to Section 1012 (except as
     contemplated by Section 801(a) and permitted by Section 901(a), or reduce
     the amount of the principal of an Original Issue Discount Security that
     would be due and payable upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 502 or the amount thereof provable in
     bankruptcy pursuant to Section 504, or adversely affect any right of
     repayment at the option of the Holder of any Security, or change any Place
     of Payment where, or the currency or  currencies, currency unit or units
     or composite currency or currencies in which the principal of, any premium
     or interest on, or any Additional Amounts with respect to any Security is
     payable, or impair the right to institute suit for the enforcement of any
     such payment on or after the Stated Maturity thereof (or, in the case of
     redemption or repayment at the option of the Holder, on or after the
     Redemption Date or the Repayment Date, as the case may be), or

          (b) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver with respect to such series (or compliance with certain
     provisions of this Indenture or certain defaults hereunder and their
     consequences) provided for in this Indenture, or reduce the requirements
     of Section 1504 for quorum or voting, or

          (c) modify any of the provisions of this Section, Section 513 or
     Section 1013, except to increase the required percentage to effect such
     action or to provide that certain other provisions of this Indenture
     cannot be modified or waived without the consent of the Holder of each
     Outstanding Security affected thereby.



                                     - 49 -
<PAGE>   58


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

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

     SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.  As a condition to
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 602(d)) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

     SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.  Every supplemental
indenture executed pursuant to this Article following the qualification of the
Indenture under the provisions of the TIA shall conform to the requirements of
the TIA as then in effect.

     SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture.  If the Issuer shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

     SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES.  Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant
to the provisions of Section 902, the Issuer shall give notice thereof to the
Holders of each Outstanding Security affected, in the manner provided for in
Section 106, setting forth in general terms the substance of such supplemental
indenture.

                                  ARTICLE TEN


                                   COVENANTS

     SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY,
INTEREST AND ADDITIONAL AMOUNTS.  The Issuer covenants and agrees for the
benefit of the Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium or Make-Whole Amount, if any) and
interest on and any Additional Amounts payable in respect of the Securities of
that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture.  Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due on and any Additional Amounts payable in respect of any Bearer
Securities on or before Maturity, other


                                     - 50 -
<PAGE>   59


than Additional Amounts, if any, payable as provided in Section 1012 in respect
of principal of (or premium or Make-Whole Amount, if any, on) such a Security,
shall be payable only upon presentation and surrender of the several coupons
for such interest installments as are evidenced thereby as they severally
mature.  Unless otherwise specified with respect to Securities of any series
pursuant to Section 301, at the option of the Issuer, all payments of principal
may be paid by check to the registered Holder of the Registered Security or
other person entitled thereto against surrender of such Security.

     SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.  If Securities of a series
are issuable only as Registered Securities, the Issuer shall maintain in each
Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Issuer in respect of the
Securities of that series and this Indenture may be served.  If Securities of a
series are issuable as Bearer Securities, the Issuer will maintain: (A) in the
Borough of Manhattan, New York City, an office or agency where any Securities
of that series may be presented or surrendered for payment, where any
Securities of that series may be surrendered for registration of transfer,
where Securities of that series may be surrendered for exchange, where notices
and demands to or upon the Issuer in respect of the Securities of that series
and this Indenture may be served and where Bearer Securities of that series and
related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise); (B)
subject to any laws or regulations applicable thereto in a Place of Payment for
that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of that series pursuant to Section 1012), provided, however, that if
the Securities of that series are listed on the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Issuer will maintain a Paying Agent for the
Securities of that series in Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of
that series are listed on such exchange and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities
of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange and where notices and
demands to or upon the Issuer in respect of the Securities of that series and
this Indenture may be served.  The Issuer will give prompt written notice to
the Trustee of the location, and any change in the location, of each such
office or agency.  If at any time the Issuer shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Bearer Securities of that series pursuant to Section 1012) at the offices
specified in the Security in Europe, and the Issuer hereby appoints the same as
its agent to receive such respective presentations, surrenders, notices and
demands, and the Issuer hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency
of the Issuer in the United States or by check mailed to any address in the
United States or by transfer to an account maintained with a bank located in
the United States; provided, however, that, if amounts owing with respect to
any Bearer Securities of a series are payable in Dollars, payment of principal
of and any premium and interest on any Bearer Security (including any
Additional Amounts payable on Securities of such series pursuant to Section
1012) shall be made at the office of the designated agent of the Issuer's
Paying Agent if (but only if) payment in Dollars of the full amount of such
principal, premium, interest or Additional Amounts, as the case may be, at all
offices or agencies outside the United States maintained for the purpose by the
Issuer in accordance with this Indenture, is illegal or effectively precluded
by exchange controls or other similar restrictions.


                                     - 51 -

<PAGE>   60


     The Issuer may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations, provided, however, that no such designations or rescission
shall in any manner relieve the Issuer of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes.  The Issuer will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.  Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Issuer hereby designates as a Place of Payment for each series
of Securities the office or agency of the Issuer in the Borough of Manhattan,
New York City, and initially appoints the Trustee at its Corporate Trust Office
as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

     Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of the Indenture, then the Issuer
will maintain with respect to each such series of Securities, or as so
required, at least one exchange rate agent.

     SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.  If the
Issuer shall at any time act as its own Paying Agent with respect to any series
of any Securities and any related coupons, it will, on or before each due date
of the principal of (and premium or Make-Whole Amount, if any), or interest on
or Additional Amounts in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.

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

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

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

     (2)  give the Trustee notice of any default by the Issuer (or any
          other obligor upon the Securities) in the making of any such payment
          of principal (and premium or Make-Whole Amount, if any) or interest
          or Additional Amounts; and

                                     - 52 -

<PAGE>   61


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

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

     Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of (and premium or Make-Whole Amount, if
any) or interest on, or any Additional Amounts in respect of, any Security of
any series or any related coupon and remaining unclaimed for two years after
such principal (and premium or Make-Whole Amount, if any), interest or
Additional Amounts have become due and payable shall be paid to the Issuer upon
Issuer Request or (if then held by the Issuer) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment of such principal of (and
premium or Make-Whole Amount, if any) or interest on, or any Additional Amounts
in respect of, any Security, without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all
liability of the Issuer as trustee thereof, shall thereupon cease, provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Issuer cause to be published
once, in an Authorized Newspaper, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer.

     SECTION 1004.  LIMITATIONS ON INCURRENCE OF DEBT.

          (a) The Issuer will not, and will not permit any Subsidiary to, incur
     any Debt other than intercompany Debt (representing Debt to which the only
     parties are the Issuer, the General Partner and any of their Subsidiaries,
     but only so long as such Debt is held solely by any of the Issuer, the
     General Partner and any Subsidiary) that is subordinate in right of
     payment to the Securities, if, immediately after giving effect to the
     incurrence of such additional Debt, the aggregate principal amount of all
     outstanding Debt of the Issuer and its Subsidiaries on a consolidated
     basis determined in accordance with GAAP is greater than 60% of the sum of
     (i) Total Assets as of the end of the fiscal quarter covered in the
     Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
     the case may be, most recently filed with the Commission (or, if such
     filing is not permitted under the Exchange Act, with the Trustee) prior to
     the incurrence of such additional Debt and (ii) the increase or decrease
     in Total Assets from the end of such quarter including, without
     limitation, any increase in Total Assets resulting from the incurrence of
     such additional Debt (such increase or decrease together with the Issuer's
     Total Assets is referred to as the "Adjusted Total Assets"); and

          (b) The Issuer will not, and will not permit any Subsidiary to, incur
     any Secured Debt of the Issuer or any Subsidiary if, immediately after
     giving effect to the incurrence of such additional Secured Debt, the
     aggregate principal amount of all outstanding Secured Debt of the Issuer
     and its Subsidiaries on a consolidated basis is greater than 40% of the
     Adjusted Total Assets; and

          (c) The Issuer will not, and will not permit any Subsidiary to, incur
     any Debt other than intercompany Debt that is subordinate in right of
     payment to the Securities, if the ratio of the Consolidated Income
     Available for Debt Service to the Annual Debt Service Charge for the
     period consisting of the four consecutive fiscal quarters most recently
     ended

                                     - 53 -

<PAGE>   62


     prior to the date on which such additional Debt is to be incurred shall
     have been less than 1.5 to 1 on a pro forma basis after giving effect to
     the incurrence of such Debt and to the application of the proceeds
     therefrom, and calculated on the assumption that (i) such Debt and any
     other Debt incurred by the Issuer or its Subsidiaries since the first day
     of such four-quarter period which was outstanding at the end of such
     period, had been incurred at the beginning of such period and continued to
     be outstanding throughout such period, and the application of the proceeds
     of such Debt, including to refinance other Debt, had occurred at the
     beginning of such period, (ii) the repayment or retirement of any other
     Debt by the Issuer or its Subsidiaries since the first day of such
     four-quarter period had been repaid or retired at the beginning of such
     period (except that, in determining the amount of Debt so repaid or
     retired, the amount of Debt under any revolving credit facility shall be
     computed based upon the average daily balance of such Debt during such
     period), (iii) in the case of Acquired Indebtedness or Debt incurred in
     connection with any acquisition since the first day of the four-quarter
     period, the related acquisition had occurred as of the first day of the
     period with the appropriate adjustments with respect to the acquisition
     being included in the pro forma calculation, and (iv) in the case of any
     increase or decrease in Total Assets, or any other acquisition or
     disposition by the Issuer or any Subsidiary of any asset or group of
     assets, since the first day of such four-quarter period, including,
     without limitation, by merger, stock purchase or sale, or asset purchase
     or sale, such increase, decrease, or other acquisition or disposition or
     any related repayment of Debt had occurred as of the first day of such
     period with the appropriate adjustments to revenues, expenses and Debt
     levels with respect to such increase, decrease or other acquisition or
     disposition being included in such pro forma calculation; and

          (d) Issuer will at all times maintain Total Unencumbered Assets of
     not less than 150% of the aggregate outstanding principal amount of all
     outstanding Unsecured Debt of the Issuer and its Subsidiaries on a
     consolidated basis.

     SECTION 1005.  [INTENTIONALLY OMITTED].

     SECTION 1006.  EXISTENCE.  Subject to Article Eight, the Issuer will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights and franchises, provided, however, that the Issuer
shall not be required to preserve any right or, franchise if the Board of
Trustees shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Issuer and that the loss thereof is not
disadvantageous in any material respect to the Holders.

     SECTION 1007.  MAINTENANCE OF PROPERTIES.  The Issuer will cause all of
its material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the reasonable judgment of the Issuer may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that the
Company and its Subsidiaries shall not be prevented from discontinuing the
operation and maintenance of any of such properties if such discontinuance is,
in the judgment of the Company, desirable in the conduct of its business and
not disadvantageous in any material respect to the Holders.

     SECTION 1008.  INSURANCE.  The Issuer will, and will cause each of its
Subsidiaries to, maintain insurance coverage by financially sound and reputable
insurance companies in such forms and amounts and against such risks as are
customary for companies of established reputation engaged in the same or a
similar business and owning and operating similar properties.

     SECTION 1009.  PAYMENT OF TAXES AND OTHER CLAIMS.  The Issuer will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all


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material taxes, assessments and governmental charges levied or imposed upon it
or any Subsidiary or upon the income, profits or property of the Issuer or any
Subsidiary, and (ii) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Issuer or any Subsidiary; provided, however, that the Issuer shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings so long as appropriate
reserves are established therefor in accordance with GAAP.

     SECTION 1010.  PROVISION OF FINANCIAL INFORMATION.  Whether or not the
Issuer is subject to Section 13 or 15(d) of the Exchange Act, and for so long
as any Securities are outstanding, the Issuer will, to the extent permitted
under the Exchange Act, file with the Commission the annual reports, quarterly
reports and other documents which the Issuer would have been required to file
with the Commission pursuant to such Section 13 or 15(d) (the "Financial
Statements") if the Issuer were so subject, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which the Issuer would have been required so to file such documents if the
Issuer were so subject.

     The Issuer will also in any event (x) within 15 days of each Required
Filing Date (i) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, without cost to such Holders, copies of the
annual reports and quarterly reports which the Issuer would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Issuer were subject to such Sections, and (ii) file with the Trustee
copies of the annual reports, quarterly reports and other documents which the
Issuer would have been  required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Issuer were subject to such
Sections, and (y) if filing such documents by the Issuer with the  Commission
is not made under the Exchange Act, promptly upon written request and payment
of the reasonable cost of duplication and delivery, supply copies of such
documents to any prospective Holder.

     SECTION 1011.  STATEMENT AS TO COMPLIANCE.  The Issuer shall deliver to
the Trustee, within 120 days after the end of each fiscal year, a written
statement (which need not be contained in or accompanied by an Officers'
Certificate) signed by the principal executive officer, the principal financial
officer or the principal accounting officer of the General Partner acting in
its capacity as the sole general partner of the Issuer, stating that:

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

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

     SECTION 1012.  ADDITIONAL AMOUNTS.  If any Securities of a series provide
for the payment of Additional Amounts, the Issuer will pay to the Holder of any
Security of such series or any coupon appertaining thereto Additional Amounts
as may be specified as contemplated by Section 301.  Whenever in this Indenture
there is mentioned, in any context except in the case of Section 502(a), the
payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established pursuant to Section 301 to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts


                                     - 55 -
<PAGE>   64


(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

     Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Issuer shall
furnish to the Trustee and the Paying Agent, if other than the Trustee, an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
or any related coupons who are not United States persons without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of the series.  If any such withholding shall be required,
then such Officers' Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities of that
series or related coupons and the Issuer will pay to the Trustee or such Paying
Agent the Additional Amounts required by the terms of such Securities.  If the
Trustee or any Paying Agent, as the case may be, shall not so receive the
above-mentioned certificate, then the Trustee or such Paying Agent shall be
entitled (i) to assume  that no such withholding or deduction is required with
respect to any payment of principal or interest with respect to any Securities
of a series or related coupons until it shall have received a certificate
advising otherwise and (ii) to make all payments of principal and interest with
respect to the Securities of a series or related coupons without withholding or
deductions until otherwise  advised.  The Issuer covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them or in reliance on any Officers' Certificate furnished pursuant to this
Section or in reliance on the Issuer's not furnishing such an Officers'
Certificate.

     SECTION 1013.  WAIVER OF CERTAIN COVENANTS.  The Issuer may omit in any
particular instance to comply with any term, provision or condition set forth
in Sections 1004 to 1011, inclusive, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
Outstanding Securities of each series affected by such omission, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Issuer
and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                 ARTICLE ELEVEN


                            REDEMPTION OF SECURITIES

     SECTION 1101.  APPLICABILITY OF ARTICLE.  Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
301 for Securities of any series) in accordance with this Article.

     SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.  Except as otherwise
specified as contemplated by Section 301 for Securities of any series, the
election of the Issuer to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution.  In case of any redemption at the election of
the Issuer of less than all of the Securities of any series, the Issuer shall,
at least 45 days prior to the giving of notice of redemption in Section 1104
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed.  In the case of any redemption of 


                                     - 56 -
<PAGE>   65




Securities prior to the expiration of any restriction on such redemption 
provided in the terms of such Securities or elsewhere in this Indenture, the 
Issuer shall furnish the Trustee with an Officers' Certificate evidencing 
compliance with such restriction.

     SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.  If less
than all the Securities of any series issued on the same day with the same
terms are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series issued on such date with the
same terms not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

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

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

     SECTION 1104.  NOTICE OF REDEMPTION.  Notice of redemption shall be given
in the manner provided in Section 106, not less than 30 days nor more than 60
days prior to the Redemption Date, unless a shorter period is specified by the
terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed.  Failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.  Any notice that is mailed to the Holders of Registered
Securities in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder; receives the notice.

     All notices of redemption shall state:

           (a)  the Redemption Date;

           (b)  the Redemption Price, accrued interest to the
                Redemption Date payable as provided in Section 1106, if any,
                and Additional Amounts, if any,

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

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

           (e)  that on the Redemption Date the Redemption Price
                and accrued interest to the Redemption Date payable as provided
                in Section 1106, if any, will become due and payable upon each
                such Security, or the portion thereof, to be redeemed and, if
                applicable, that interest thereon shall cease to accrue on and
                after said date,

                                     - 57 -

<PAGE>   66

            (f)  the Place or Places of Payment where such
                 Securities, together in the case of Bearer Securities with all
                 coupons appertaining thereto, if any, maturing after the
                 Redemption Date, are to be surrendered for payment of the
                 Redemption Price and accrued interest, if any,

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

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

            (i)  if Bearer Securities of any series are to be
                 redeemed and any Registered Securities of such series are not
                 to be redeemed, and if such Bearer Securities may be exchanged
                 for Registered Securities not subject to redemption on this
                 Redemption Date pursuant to Section 305 or otherwise, the last
                 date, as determined by the Issuer, on which such exchanges may
                 be made,

            (j)  the CUSIP number or the Euroclear or CEDEL
                 reference numbers of such Security, if any, and

            (k)  if applicable, that a Holder of Securities who
                 desires to convert Securities for redemption must satisfy the
                 requirements for conversion contained in such Securities, the
                 then existing conversion price or rate, and the date and time
                 when the option to convert shall expire.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

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

     SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.  At least one Business Day
prior to any Redemption Date, the Issuer shall deposit with the Trustee or with
a Paying Agent (or, if the Issuer is acting as its own Paying Agent, which it
may not do in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money in
the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay on the Redemption Date the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on
and Additional Amounts with respect thereto, all the Securities or portions
thereof which are to be redeemed on that date.

     SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.  Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Issuer shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the
coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void.  Upon surrender
of any such Security for redemption; in accordance with said notice, together
with all coupons, if any, appertaining thereto maturing after the Redemption
Date,

                                     - 58 -

<PAGE>   67


such Security shall be paid by the Issuer at the Redemption Price, together
with accrued interest and Additional Amounts, if any, to the Redemption Date;
provided, however, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of coupons for such interest;
and provided further that, except as otherwise provided, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security
may be paid after deducting from the Redemption Price an amount equal to the
face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Issuer and the Trustee if there be
furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless.  If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States (except as otherwise provided in Section 1002).

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

     SECTION 1107.  SECURITIES REDEEMED IN PART.  Any Registered Security which
is to be redeemed only in part (pursuant to the provisions of this Article)
shall be surrendered at a Place of Payment therefor (with, if the Issuer or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Issuer and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge a new Registered Security or Securities of the
same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.  If a Security in global form
is so surrendered, the Issuer shall execute, and the Trustee shall authenticate
and deliver to the depositary for such Security in global form as shall be
specified in the Issuer Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.

                                 ARTICLE TWELVE


                                 SINKING FUNDS

     SECTION 1201.  APPLICABILITY OF ARTICLE.  The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

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


                                     - 59 -

<PAGE>   68


     SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENT WITH SECURITIES.  The
Issuer may, in satisfaction of all or any part of any mandatory sinking fund
payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any Securities previously called for
redemption) together in the case of any Bearer Securities of such series with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities
of such series which have been redeemed either at the election of the Issuer
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, or which have otherwise been acquired by the Issuer; provided that
such Securities so delivered or applied as a credit have not been previously so
credited.  Such Securities shall be received and credited for such purpose by
the Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

     SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.  Not less than
60 days prior to each sinking fund payment date for Securities of any series,
the Issuer will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee
any Securities to be so delivered and credited.  If such Officers' Certificate
shall specify an optional amount to be added in cash to the next ensuing
mandatory sinking fund payment, the Issuer shall thereupon be obligated to pay
the amount therein specified.  Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund  payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof  to be given in the name of and at the
expense of the Issuer in the manner provided in Section 1104.  Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN


                       REPAYMENT AT THE OPTION OF HOLDERS

     SECTION 1301.  APPLICABILITY OF ARTICLE.  Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities, if any, and (except as
otherwise specified by the terms of such series established pursuant to Section
301) in accordance with this Article.

     SECTION 1302.  REPAYMENT OF SECURITIES.  Securities of any series subject
to  repayment in whole or in part at the option of the Holders thereof will,
unless otherwise provided in the terms of such Securities, be repaid at a price
equal to the principal amount thereof, together with interest, if any, thereon
accrued to the Repayment Date specified in or pursuant to the terms of such
Securities.  The Issuer covenants that at least one Business Day prior to the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Issuer is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 301 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) of, and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portions
thereof, as the case may be, to be repaid on such date.


                                    - 60 -

<PAGE>   69


     SECTION 1303.  EXERCISE OF OPTION.  Securities of any series subject to
repayment  at the option of the Holders thereof will contain an "Option to
Elect Repayment" form on the reverse of such Securities.  In order for any
Security to be repaid at the option of the Holder, the Trustee must receive at
the Place of Payment therefor specified in the terms of such Security (or at
such other place or places of which the Issuer shall from time to time notify
the Holders of such Securities) not earlier than 60 days nor later than 30 days
prior to the Repayment Date (1) the Security so providing for such repayment
together with the "Option to Elect Repayment" form on  the reverse thereof duly
completed by the Holder (or by the Holder's attorney duly authorized in
writing) or (2) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange, or the National Association of
Securities Dealers, Inc., or a commercial bank or trust company in the United
States setting forth the name of the Holder of the Security, the principal
amount of the Security, the principal amount of the Security to be repaid, the
CUSIP number, if any, or a description of the tenor and terms of the Security,
a statement that the option to elect repayment is being exercised thereby and a
guarantee that the Security to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse of the Security will be
received by the Trustee not later than the fifth Business Day after the date of
such telegram, telex, facsimile transmission or letter; provided, however, that
such telegram, telex, facsimile transmission or letter shall only be effective
if such Security and form duly completed are received by the Trustee by such
fifth Business Day.  If less than the entire principal amount of such Security
is to be repaid in accordance with the terms of such Security, the principal
amount of such Security to be repaid, in increments of the minimum
denominations for Securities of such  series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified.  The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part.  Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Issuer.

     SECTION 1304.  WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND
PAYABLE.  If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Issuer on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Issuer shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void.  Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by
the Issuer, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Issuer shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

     If any Bearer Security surrendered for repayment shall not be accompanied
by all appurtenant coupons maturing after the Repayment Date, such Security may
be paid after deducting from the amount payable therefor as provided in Section
1302 an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the

                                     - 61 -

<PAGE>   70


Issuer and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

     If the principal amount of any Security surrendered for repayment shall
not be so repaid  upon surrender thereof, such principal amount (together with
interest, if any, thereon, accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of, interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

     SECTION 1305.  SECURITIES REPAID IN PART.  Upon surrender of any
Registered Security which is to be repaid in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Issuer, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so
surrendered which is not to be repaid.

                                ARTICLE FOURTEEN


                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 1401.  APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE.  If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Securities of or
within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any coupons appertaining thereto, and the Issuer may at its
option by Board Resolution, at any time, with respect to such Securities and
any coupons appertaining thereto, elect to have Section 1402 (if applicable) or
Section 1403 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance with the conditions set forth
below in this Article.

     SECTION 1402.  DEFEASANCE AND DISCHARGE.  Upon the Issuer's exercise of
the above option applicable to this Section with respect to any Securities of
or within a series, the Issuer shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance").  For this purpose, such defeasance means
that the Issuer shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its
other obligations under such Securities and any coupons appertaining thereto
and this Indenture insofar as such Securities and any coupons appertaining
thereto are concerned (and the Trustee, at the expense of  the Issuer, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities and any coupons appertaining
thereto receive, solely from the trust  fund described in Section 1404 and as
more fully set forth in such Section, payments in respect of the principal of
(and premium or Make-Whole Amount, if any) and interest and Additional Amounts,
if any, on such  Securities and any coupons appertaining thereto when such
payments are due and any right of such Holder to exchange such Securities for
other Securities, (B) the Issuer's obligations with respect to

                                     -62 -

<PAGE>   71


such Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1012 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 1404 below), (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article.
Subject to compliance with this Article Fourteen, the Issuer may exercise its
option under this Section notwithstanding the prior exercise of its option
under Section 1403 with respect to such Securities and any coupons appertaining
thereto.

     SECTION 1403.  COVENANT DEFEASANCE.  Upon the Issuer's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Issuer shall be released from its obligations under
Sections 1004 to 1011, inclusive, and, if specified pursuant to Section 301,
its obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder.  For this purpose, such
covenant defeasance means that, with respect to such Outstanding Securities and
any coupons appertaining thereto, the Issuer may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section
501(d) or 501(h) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.

     SECTION 1404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.  The
following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

     (a) The Issuer shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 607
who shall agree to comply with the provisions of this Article Fourteen
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities and any coupons appertaining
thereto, (1) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as
payable at Stated Maturity, or (2) Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of the
currency, currencies or currency unit in which such Securities and coupons
appertaining thereto are then specified as payable at Stated Maturity) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium or Make-Whole Amount, if any)
and interest, if any, on such Securities and any coupons appertaining thereto,
money in an amount, or (3) a combination thereof, any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of (and
premium or Make-Whole Amount, if any) and interest, if any, on such Outstanding
Securities and any coupons appertaining thereto on the Stated Maturity of such
principal or installment of principal or interest and (ii) any mandatory
sinking fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such
payments are due and payable in accordance with the terms of this Indenture and
of such Securities and any coupons appertaining thereto.


                                     - 63 -

<PAGE>   72


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

     (c) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to such Securities and any
coupons appertaining thereto shall have occurred and be continuing on the date
of such deposit and, with respect to defeasance only, at any time during the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period).

     (d) In the case of an election under Section 1402, the Issuer shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of execution of this Indenture, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Outstanding Securities and any coupons appertaining thereto will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will not be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred.

     (e) In the case of an election under Section 1403, the Issuer shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders
of such Outstanding Securities and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.

     (f) The Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with.

     (g) Notwithstanding any other provisions of this Section, such defeasance
or covenant defeasance shall be effected in compliance with any additional or
substitute terms, conditions or limitations which may be imposed on the Issuer
in connection therewith pursuant to Section 301.

     SECTION 1405.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.  Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any coupons appertaining
thereto and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium or Make-Whole Amount, if any) and interest and
Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.

     Unless otherwise specified with respect to any Security pursuant to
Section 301, in or pursuant to this Indenture or any Security if, after a
deposit referred to in Section 1404(a) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 301 or the terms of such Security to receive payment
in a currency or currency unit other than that in which the deposit pursuant to
Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the Foreign Currency in

                                    - 64 -

<PAGE>   73


which the deposit pursuant to Section 1404(a) has been made, the indebtedness
represented by such Security and any coupons appertaining thereto shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium or Make-Whole Amount, if any), and
interest, if any, on and Additional Amounts, if any, with respect to such
Security as the same becomes due out of the proceeds yielded by converting
(from time to time as specified below in the case of any such election) the
amount or other property deposited in respect of such Security into the
currency or currency unit in which such Security becomes payable as a result of
such election or Conversion Event based on the applicable market exchange rate
for such currency or currency unit in effect on the second Business Day prior
to each payment date, except, with respect to a Conversion Event, for such
Foreign Currency in effect (as nearly as feasible) at the time of the
Conversion Event.

     The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposit
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

     Anything in this Article to the contrary notwithstanding, subject to
Section 606, the Trustee shall deliver or pay to the Issuer from time to time
upon Issuer Request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 1404 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

                                ARTICLE FIFTEEN


                       MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1501.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.  A  meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

     SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS.

     (a) The Trustee may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1501, to be held at such time
and at such place in the Borough of Manhattan, New York City, or in London as
the Trustee shall determine.  Notice of every meeting of Holders of Securities
of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

     (b) In case at any time the Issuer, pursuant to a Board Resolution, or any
Holders of at least 10% in principal amount of the Outstanding Securities of
any series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1501, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as provided herein, then
the Issuer or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, New York City, or in London for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.


                                    - 65 -

<PAGE>   74


     SECTION 1503.  PERSONS ENTITLED TO VOTE AT MEETINGS.  To be entitled to
vote at any meeting of Holders of Securities of any series, a Person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Issuer and its counsel.

     SECTION 1504.  QUORUM; ACTION.  The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided,
however, that if any action is to be taken at such meeting with respect to a
consent or waiver which this Indenture expressly provides may be given by the
Holders of not less than a specified percentage in principal amount of the
Outstanding Securities of a series, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Securities of such series
shall constitute a quorum.  In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved.  In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting.  In the absence of a quorum at the reconvening of any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting.  Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1502(a), except that
such notice need to be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened.  Notice of the
reconvening of any adjournment meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the persons entitled to
vote a majority in aggregate principal amount of the Outstanding Securities
represented at such meeting; provided, however, that, except as limited by the
proviso to Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Securities of that series.

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

     Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage in principal amount of
all Outstanding Securities affected thereby, or of the Holders of such series
and one or more additional series:

            (a)  there shall be no minimum quorum requirement for
                 such meeting; and

            (b)  the principal amount of the Outstanding
                 Securities of such series that vote in favor of such request,
                 demand, authorization, direction, notice, consent, waiver or
                 other action shall be taken into account in determining
                 whether

                                     - 66 -

<PAGE>   75


                  such request, demand, authorization, direction, notice,
                  consent, waiver or other action has been made, given or taken
                  under this Indenture.

     SECTION 1505.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

     (a) Notwithstanding any provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities of a series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities.  Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

     (b) The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been canceled by the
Issuer or by Holders of Securities as provided in Section 1502(b), in which
case the Issuer or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman.  A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

     (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

     SECTION 1506.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.  The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding
Securities of such series held or represented by them.  The permanent chairman
of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file
with the secretary of the meeting their verified written reports in duplicate
of all votes cast at the meeting.  A record, at least in duplicate, of the
proceedings of each meeting of Holders of Securities of any Series shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
fact, setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1502 and, if applicable, Section 1504.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Issuer and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting.  Any record
so signed and verified shall be conclusive evidence of the matters therein
stated.


                                     - 67 -

<PAGE>   76


     SECTION 1507.  EVIDENCE OF ACTION TAKEN BY HOLDERS.  Any request, demand,
authorization, direction, notice consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agent duly appointed in writing, and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee.
Proof and execution of any instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Article
Six) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Article.

     SECTION 1508.  PROOF OF EXECUTION OF INSTRUMENTS.  Subject to Article Six,
the execution of any instrument by a Holder or his agent or proxy may be proved
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.

                                ARTICLE SIXTEEN


                        SECURITIES IN FOREIGN CURRENCIES

     SECTION 1601.  APPLICABILITY OF ARTICLE.  Whenever this Indenture provides
for (a) any action by, or the determination of any of the rights of Holders of
Securities of any series in which not all of such Securities are denominated in
the same currency, or (b) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the Securities, any amount
in respect of any Security denominated in a currency other than Dollars shall
be treated for any such action or distribution as that amount of Dollars that
could be obtained for such amount on such reasonable basis of exchange and as
of the record date with respect to Registered Securities of  such series (if
any) for such action, determination of rights for distribution (or, if there
shall be no applicable record date, such other date reasonably proximate to the
date of such action, determination of rights or distribution) as the Issuer may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.

                                   * * * * *


                                     - 68 -

<PAGE>   77


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

                                          EOP OPERATING LIMITED PARTNERSHIP


                                          By:
                                               Equity Office Properties Trust
                                               as Managing General Partner
 

                                          By:   /s/ Timothy H. Callahan
                                                ------------------------
                                                Name: Timothy H. Callahan
                                                Title: Chief Executive Officer
                                                        and Trustee

Attest:


/s/ Stanley M. Stevens
-------------------------------------
Title: Executive Vice President
       Chief Legal Counsel and
       Secretary

                                          STATE STREET BANK AND TRUST COMPANY,
                                          as Trustee



                                          By:   /s/ Donald E. Smith
                                                ------------------------
                                                Name: Donald E. Smith
                                                Title: Vice President

Attest:


/s/ Gerald R. Wheeler
-------------------------------------
Title: Vice President


                                    - 69 -

<PAGE>   78




                     STATE OF ILLINOIS        )
                                              )    ss:
                     COUNTY OF COOK           )


     On the 28th day of August, 1997, before me personally came
Timothy H. Callahan, to me known, who, being by me duly sworn, did depose and
say that he is Chief Executive Officer and Trustee of EQUITY OFFICE
PROPERTIES TRUST, the managing general partner of EOP OPERATING LIMITED
PARTNERSHIP, one of the parties described in and which executed the foregoing
instrument, and that he signed his name thereto by authority of the Board of
Directors.

{Notarial Seal}


                                    /s/ Lori Ellen Kravets
                                    -------------------------
                                    Notary Public
                                    COMMISSION EXPIRES:



                                     - 70 -

<PAGE>   79




               COMMONWEALTH OF MASSACHUSETTS   )
                                               )    ss:
                           COUNTY OF SUFFOLK   )


     On the 28th day of August, 1997, before me personally came
Donald E. Smith, to me known, who, being by me duly sworn, did depose and say
that he is Vice President of STATE STREET BANK AND TRUST COMPANY, as
Trustee, one of the parties described in and which executed the foregoing
instrument, and that he is authorized to sign his name thereto on behalf of the
Trustee.


{Notarial Seal}


                                    /s/ Stacye M. Junior
                                    ---------------------------
                                    Notary Public
                                    COMMISSION EXPIRES:


                                    - 71 -

<PAGE>   80


                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                  EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                  CERTIFICATE

     {Insert title or sufficient description of Securities to be delivered}

     This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust  the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to a "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who
acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise Equity Office Properties Trust or its agent that
such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986,
amended, and the regulations thereunder), or (iii) are owned by United States
or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section 1.1
63-5(c)(2)(i)(D)(7)), and, in addition if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia), and its "possessions"
include Puerto Rico, the U.S.  Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

     We undertake to advise your promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

     This certificate excepts and does not relate to U.S. [  ] of such interest
in the above-captioned Securities in respect of which we are not able to
certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until
we do so certify.

     We understand that this certificate may be required in connection with
certain tax legislation in the United States.  If administrative or legal
proceedings are commenced or threatened in

                                      A-1

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connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy thereof to any interested
party in such proceedings.


Dated: _____________________________________, 19__
(To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable)


                                      (Name of Person Making Certification)


                                      ---------------------------
                                      (Authorized Signatory)
                                      Name:
                                      Title:

                                      A-2

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                                  EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                     AND CEDEL S.A.A IN CONNECTION WITH THE
                      EXCHANGE OF A PORTION OF A TEMPORARY
                     GLOBAL SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                  CERTIFICATE

     {Insert title or sufficient description of Securities to be delivered}

     This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially in the form attached hereto, as of the date hereof, {U.S.}
____________________ principal amount of the above-captioned Securities (i) is
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source ("United States person(s)"), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions
(financial institutions, as defined in the U.S.  Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
financial institution has agreed, on its own behalf or through its agent, that
we may advise Equity Office Properties Trust or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

     As used herein "United States" means the United States of America
(including the States and the District of Columbia), and its "possessions"
include Puerto Rico, the U.S.  Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

     We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

     We understand that this certification is required in connection with
certain tax legislation in the United States.  If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


                                       A-3

<PAGE>   83



Dated: _________________________________  , 19__
(To be dated no earlier than the Exchange
Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as
applicable)

                                    {Morgan Guaranty Trust Company of New York,
                                    Brussels Office}, as Operator of the 
                                    Euroclear System {Cedel}

                                    By: _______________________________


                                      A-4