<PAGE>
 
                                                                 EXHIBIT 4(a)(1)

                                                                [CONFORMED COPY]
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                                 TENNECO INC.


                                      TO


                           THE CHASE MANHATTAN BANK 
                            (NATIONAL ASSOCIATION) 
                                                                   as Trustee


                                  ----------

                                   Indenture



                          Dated as of March 15, 1988




                                  ----------




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                                       i

                               TABLE OF CONTENTS
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Parties......................................................        1
Authorization of Securities..................................        1
Authorization of and consideration for the Indenture.........        1

                                  ARTICLE 1.

                                 Definitions.

Affiliate....................................................        2
Bankruptcy Act...............................................        2
Board of Directors...........................................        2
Business Day.................................................        2
Certified resolution.........................................        2
Company......................................................        3
Consolidated Assets..........................................        3
Consolidated Debt............................................        3
Consolidated Net Tangible Assets.............................        3
Consolidated Subsidiary......................................        3
Counsel......................................................        3
Debt.........................................................        4
Domestic Subsidiary..........................................        4
Finance Subsidiary...........................................        4
Foreign Subsidiary...........................................        4
General Mortgage.............................................        4
Goodwill.....................................................        4
Indenture....................................................        5
Interest.....................................................        5
Lien.........................................................        5
Liens upon rights-of-way for pipeline purposes...............        5
Mortgage Bonds...............................................        5
Officers' certificate........................................        5
Oil, Gas, Mineral and Processing and Other Plant Properties..        5
Opinion of counsel...........................................        7
Original issue date..........................................        7
Original Issue Discount Security.............................        7
Outstanding..................................................        7
Person.......................................................        8
Pipelines....................................................        8
Principal office of the Trustee..............................        8
Purchase money obligation....................................        8
Registered holder............................................        8
Responsible officers of the Trustee..........................        9
Securities...................................................        9
Securityholders..............................................       10
Subsidiary...................................................       10
Supplemental indenture.......................................       10
Tennessee....................................................       10
Trustee......................................................       11
Trust Indenture Act of 1939..................................       11
U.S. Government Obligations..................................       11
Yield to Maturity............................................       11
</TABLE> 
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                                      ii
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                                  ARTICLE 2.

                    Form, Execution, Delivery, Registration
             Exchange and Registration of Transfer of Securities.

SECTION 2.01 Form of Securities; legends; place and medium of payments ... 11
SECTION 2.02 Issuance of series of Securities............................. 12
SECTION 2.03 Authentication by Trustee.................................... 13
SECTION 2.04 Kinds and denominations of Securities; dates of Securities... 14
SECTION 2.05 Execution and authentication of Securities by the Company.... 15
SECTION 2.06 Registration and registration of transfer of Securities...... 16
SECTION 2.07 Exchange and registration of transfer of Securities.......... 16
SECTION 2.08 Temporary Securities......................................... 17
SECTION 2.09 Recognition of registered holder of Securities; acquisition 
              of Securities by Company.................................... 18
SECTION 2.10 Mutilated, destroyed, lost or stolen Securities.............. 18
SECTION 2.11 Upon consolidation, merger or transfer, new Securities of
              successor corporation may be issued......................... 18
SECTION 2.12 Change of name of Company.................................... 19

                                  ARTICLE 3.

                                  Redemption.

SECTION 3.01 Provision for Securities subject to redemption............... 19
SECTION 3.02 Notice of redemption; selection in case of
              partial redemption.......................................... 19
SECTION 3.03 Payment of Securities called for redemption.................. 21

                                  ARTICLE 4.

                     Particular Covenants of the Company.

SECTION 4.01 To pay principal, premium, if any, and interest.............. 21
SECTION 4.02 To maintain office or agency for presentation of Securities;
              appointment of agent........................................ 22
SECTION 4.03 To furnish paying agent moneys for payment of Securities
              and interest thereon........................................ 23
SECTION 4.04 Negative pledge clause and exceptions thereto................ 23
SECTION 4.05 To maintain corporate existence.............................. 27
SECTION 4.06 Of further assurance......................................... 27
SECTION 4.07 Reports to Trustee........................................... 27
</TABLE>
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                                      iii

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                                   ARTICLE 5

                   Remedies of Trustee and Securityholders.

SECTION 5.01 Defaults defined....................................  28
SECTION 5.02 Declaration of maturity of principal on default.....  31
             Waiver of declaration of maturity...................  32
SECTION 5.03 Company will pay to Trustee at its request whole 
              amount due upon occurrence of certain events.......  33
             Upon failure to pay, Trustee may recover judgment...  33
             Recovery of judgment to be for ratable benefit of
              Securityholders....................................  33
             Trustee appointed attorney-in-fact for
              Securityholders to file claims.....................  34
             Trustee may prove indebtedness......................  34
SECTION 5.04 Application of moneys collected
              by Trustee.........................................  35
SECTION 5.05 Securities credited on purchase price in case
              of sale............................................  36
SECTION 5.06 A default subsisting, Trustee may enforce rights by 
              judicial proceeding; Trustee entitled to have 
              receiver appointed.................................  37
SECTION 5.07 Holders of majority of Securities may direct 
              proceedings........................................  37
             Waiver of defaults on request of Securityholders....  37
SECTION 5.08 Right of Securityholders to institute proceeding....  38
             Assessment of costs and attorney's fees in legal 
              proceedings........................................  39
SECTION 5.09 Remedies cumulative.................................  40
SECTION 5.10 Waiver of stay or extension laws....................  40


                                   ARTICLE 6.

            Securityholders' Acts, Holdings and Apparent Authority.

Form of instruments executed by Securityholders................... 41
Proof of execution................................................ 41
Proof of holding of Securities.................................... 41
</TABLE>
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                                      iv

                                  ARTICLE 7.

                   REPORTS BY THE COMPANY AND THE TRUSTEE  
                         AND SECURITYHOLDERS' LISTS.  
 
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SECTION 7.01 Reports by Trustee
             (a) annual report to Securityholders.........................   41
             (b) special reports to Securityholders.......................   42
             (c) manner and extent of transmitting reports................   43
             (d) copies to be filed with Securities and Exchange
                  Commission and with stock exchanges.....................   43
SECTION 7.02 Reports by Company
             (a) reports and information to be filed with Trustee.........   43
             (b) additional information and reports to be filed with
                  Trustee and the Securities and Exchange
                  Commission..............................................   44
             (c) reports to Securityholders...............................   44
SECTION 7.03 Securityholders' lists
             (a) Company to furnish Trustee with names and addresses
                  of Securityholders......................................   44
             (b) Trustee to preserve information..........................   45
             (c) Securityholders' rights to access to names and
                  addresses of other Securityholders......................   45
                 Authority of Securities and Exchange Commission
                  with respect to Securityholders lists...................   45
                 Trustee not liable for disclosure........................   46
            
                                  ARTICLE 8.
            
                            CONCERNING THE TRUSTEE
            
SECTION 8.01 Acceptance of trusts upon specified conditions
             (a) Trustee entitled to compensation and expenses............   46
             (b) Trustee may act by agents and attorneys..................   47
             (c) Trustee not responsible for recitals of fact.............   47
                 --no representation with respect to validity of
                   Indenture..............................................   47
                 --not accountable for application of proceeds of
                   Securities.............................................   47
             (d) Trustee may consult with counsel.........................   47
             (e) Trustee may rely upon certificate as to adoption of
                  resolutions.............................................   48
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                                      v
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               (f) Trustee may become owner or pledgee of Securities......   48
               (g) action at request of or with consent of
                    Securityholders binding on future holders.............   48
               (h) Trustee entitled to security against costs.............   48
               (i) Trustee protected in relying on documents..............   48
               (j) Trustee may accept officers' certificate as proof of
                    facts.................................................   48
SECTION 8.02 Duties of Trustee in case of default.........................   48
             --Trustee to use same degree of care as prudent man would
               use........................................................   48
             --Trustee not to be relieved from liability for negligence
               or willful misconduct......................................   48
             --except:
               (1) when no default subsisting
                   (a) Trustee liable only for performance of duties
                        specifically set forth............................   49
                   (b) Trustee may conclusively rely on opinions and
                        certificates furnished to it pursuant to
                        Indenture.........................................   49
               (2) Trustee not liable for error of judgment made in
                    good faith by responsible officer.....................   49
               (3) Trustee not liable for action or nonaction at
                    direction of holders of majority of Securities........   49
             --Trustee may examine books and records of the Company.......   49
SECTION 8.03 Notice to Securityholders of default.........................   50
SECTION 8.04 Resignation of Trustee and notice thereof....................   51
             Removal of Trustee...........................................   51
SECTION 8.05 Disqualification of Trustee by reason of
              conflicting interest........................................   51
               (a) Trustee to resign as a result of
                    conflicting interest..................................   51
               (b) notice to Securityholders of failure to resign.........   51
               (c) right of Securityholders to petition for removal of
                    Trustee...............................................   51
               (d) meaning of the term "conflicting interest".............   52
SECTION 8.06 Appointment of successor trustee
             --by Securityholders.........................................   57
             --by Company.................................................   57
             --notice of appointment by Company...........................   57
             --appointment by a court.....................................   57
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                                      vi
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             Company covenants to appoint successor trustee having
              specified qualifications....................................   57
             Trustee to resign if specified qualifications are
              not met.....................................................   58
             Execution of instruments by successor trustee,
              predecessor trustee and Company.............................   58
SECTION 8.07 Consolidation and merger of Trustee..........................   59
SECTION 8.08 Trustee required to account for amounts collected
              as creditor of Company under certain conditions.............   60
              (a) Trustee, if a creditor, to set apart and hold
                   certain moneys in a special account
                   during default.........................................   60
              (b) situations not requiring Trustee to account.............   61
              (c) apportionment of funds and property set apart...........   61
              (d) in case of resignation of the Trustee...................   63
              (e) meaning of certain terms................................   63
              (f) creditor relationships to which Section
                   not applicable.........................................   63
</TABLE>     
                                  ARTICLE 9.
             
                                  DEFEASANCE.

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SECTION 9.01 Discharge of Indenture upon payment of Securities............   65
SECTION 9.02 Defeasance and discharge of Securities of any series
              upon deposit of moneys......................................   65
SECTION 9.03 Covenant defeasance of Securities of any series
              upon deposit of moneys......................................   67
SECTION 9.04 Acknowledgment of discharge..................................   68
SECTION 9.05 Payment of moneys............................................   68
SECTION 9.06 Reinstatement of Indenture...................................   68
SECTION 9.07 No interest payable to Company; deposit in trust.............   69
</TABLE>
                                  ARTICLE 10.

       IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

<TABLE>
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Liability solely corporate................................................   69
</TABLE> 

                                  ARTICLE 11.

                        CONSOLIDATION, MERGER AND SALE.

<TABLE> 
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SECTION 11.01 Consolidation, merger or sale permitted under certain
               conditions.................................................   70
SECTION 11.02 Substitution of successor corporation for the Company.......   71
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                                     vii

 
                                 ARTICLE 12.

                           SUPPLEMENTAL INDENTURES. 
 
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SECTION 12.01 Supplemental Indentures by Company and Trustee...............  71
               (a) To add covenants and agreements.........................  72
               (b) To add provisions in case of pledge or mortgage.........  72
               (c) To evidence succession to Company.......................  72
               (d) To establish the form or terms of any series of
                    Securities.............................................  72
               (e) To correct or supplement existing provisions............  72
              Trustee's reliance on Company's request......................  72
SECTION 12.02 Supplemental indentures with consent of Securityholders......  72
SECTION 12.03 Authorization to Trustee for execution of supplemental
               indentures..................................................  73
SECTION 12.04 Supplemental indenture deemed a part of this Indenture, to
               conform to provisions of Trust Indenture Act of 1939........  74
</TABLE> 

                                  ARTICLE 13.

                           MISCELLANEOUS PROVISIONS.

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SECTION 13.01 Benefits restricted to parties and holders of Securities.....  74
SECTION 13.02 Cancellation of Securities paid, redeemed or
               otherwise retired...........................................  75
SECTION 13.03 Evidence of compliance with conditions precedent.............  75
              Execution of notices, requests, certificates or statements...  75
              Contents of certificates and opinions........................  75
SECTION 13.04 Provisions required by Trust Indenture Act of 1939
               to control..................................................  76
SECTION 13.0S Accounting terms and determinations..........................  76
SECTION 13.06 Service of notices and demands...............................  76
SECTION 13.07 Execution in counterparts....................................  76
SECTION 13.08 Governing law................................................  76
Testimonium................................................................  77
Execution..................................................................  77
Acknowledgments............................................................  77
</TABLE>
<PAGE>
 
                                       1

   INDENTURE (hereinafter called "this Indenture"), dated as of the 15th day of
March, 1988, made by and between TENNECO INC., a corporation organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company"), party of the first part, and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a corporation existing under the national banking laws of the
United States of America, having its principal office in the Borough of
Manhattan, The City of New York, New York (hereinafter called the "Trustee"), as
Trustee, party of the second part;

   WHEREAS, the Company deems it appropriate to borrow funds for its corporate
purposes, and to that end has duly authorized the issuance from time to time of
unsecured debentures, notes and/or other evidences of indebtedness to be issued
in one or more series (referred to hereinafter as the "Securities") up to such
principal amount or amounts as may be authorized in accordance with the terms of
this indenture; and

   WHEREAS, all the requirements of law and the by-laws and certificate of
incorporation of the Company have been fully complied with and all other acts
and things necessary to make this Indenture a valid, binding and legal
instrument for the benefit of the holders of the Securities have been done and
performed;

   NOW, THEREFORE, THIS INDENTURE WITNESSETH that for and in consideration of
the premises and of the acceptance or purchase of the Securities by the holders
thereof and of the sum of one hundred dollars lawful money of the United States
of America to it in hand paid by the Trustee at or before the ensealing and
delivery of this Indenture, the receipt whereof it hereby acknowledges, the
Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the present and future holders of the Securities, without preference,
priority or distinction of any of the Securities over any of the others by
reason of priority in time of issuance, negotiation or maturity thereof, or
otherwise, as follows:

                                  ARTICLE 1.

                                 DEFINITIONS.

   The terms defined in this Article I shall, for all purposes of this Indenture
and of any indenture supplemental hereto, have the meanings
<PAGE>
 
                                       2

herein specified, unless the context otherwise specifies or requires. Unless
herein otherwise defined, all terms used in this Indenture which are defined in
the Trust Indenture Act of 1939 (as in force on the date of this Indenture),
shall have the meanings assigned to them in said Act, unless the context
otherwise specifies or requires.

Affiliate:

   The term "affiliate" when used with reference to the Company or another
person shall mean any person directly or indirectly controlling, controlled by,
or under direct or indirect common control with, the Company or such other
person.

Bankruptcy Act:

   The term "Bankruptcy Act" shall mean any bankruptcy, insolvency,
reorganization or other similar law or statute of general applicability of the
United States of America or any State thereof.

Board of Directors:

   The term "Board of Directors" shall mean either the Board of Directors of the
Company or the Executive Committee of the Board of Directors so long as the
Executive Committee may lawfully exercise the functions of the Board of
Directors in respect to the matters referred to in this Indenture.

Business Day:

   The term "business day" shall mean any day other than a Saturday, Sunday or
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized by law or executive order to close and on
which the principal office of the Trustee is not open for business.

Certified resolution:

   The term "certified resolution" shall mean a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification.
<PAGE>
 
                                       3

Company:

   The term "Company" shall mean the party of the first part hereto, Tenneco
Inc., and, subject to Article 11, shall also include its successors and assigns.

Consolidated Assets:

   The term "Consolidated Assets" shall mean at any date the consolidated assets
of the Company and its consolidated Subsidiaries including all investments by
the Company or its consolidated Subsidiaries in other entities (less applicable
reserves and other properly deductible items), determined on a consolidated
basis as of such date.

Consolidated Debt:

   The term "Consolidated Debt" shall mean at any date the Debt of the Company
and its consolidated Subsidiaries (other than Finance Subsidiaries), determined
on a consolidated basis as of such date.

Consolidated Net Tangible Assets:

   The term "Consolidated Net Tangible Assets" shall mean at any date
Consolidated Assets after deducting therefrom (a) all current liabilities of the
Company and its consolidated Subsidiaries (excluding any which are by their
terms unconditionally extendible or renewable at the option of the obligor
thereon to a time more than 12 months after the time as of which the amount
thereof is being computed) and (b) Goodwill, all determined on a consolidated
basis as of such date.

Consolidated Subsidiary:

   The term "consolidated Subsidiary" shall mean at any date any Subsidiary or
other entity the accounts of which would be consolidated with those of the
Company in its consolidated financial statements as of such date.

Counsel:

   The term "counsel" shall mean counsel, who may be counsel to the Company.
<PAGE>
 
                                       4

Debt:

   The term "Debt", as applied to any person, shall mean any obligation created
or assumed by such person for the repayment of money borrowed and any purchase
money obligation created or assumed by such person. All such Debt guaranteed in
any manner by such person or in effect guaranteed by such person through a
contingent agreement to purchase said Debt and all such Debt secured by mortgage
or other lien upon property owned by such person and upon which such person
customarily pays interest, although such person has not assumed or become liable
for the payment of such Debt, shall for all purposes hereof be deemed to be
"Debt" of such person.

Domestic Subsidiary:

   The term "domestic Subsidiary" shall mean any Subsidiary which is not a
foreign Subsidiary.

Finance Subsidiary:

   The term "Finance Subsidiary" shall mean any Subsidiary which is principally
engaged in the business of financing the sale or lease of the goods or services
of the Company and its consolidated Subsidiaries and third parties. At March 1,
1988, the Finance Subsidiaries were Tenneco Credit Corporation, J. I. Case
Credit Corporation, Tenneco Credit Canada Corp., Case Credit Limited, Compania
de Financiacion Case S.A., J. I. Case Credit Corporation of Australia Pty.
Limited and Tenneco International Finance Limited.

Foreign Subsidiary:

   The term "foreign Subsidiary" shall mean any Subsidiary which is organized
under the laws of a jurisdiction other than the United States of America or any
State thereof or the District of Columbia and (determined on a consolidated
basis) more than 66 2/3% of its sales or earnings are derived from operations
located in, or more than 66 2/3% of its assets are located in, territories of
the United States of America and jurisdictions outside the United States of
America.

General Mortgage:

   The term "General Mortgage" shall mean the Mortgage and Deed of Trust of
Tennessee, dated May 1, 1945, to The First National Bank of Chicago and Robert
L. Grinnell (A.R. Bohm, Successor Individual Trustee), as Trustees, as
supplemented and amended at the date hereof.

Goodwill:

   The term "Goodwill" shall mean at any date the amount of the Company's
investment in consolidated Subsidiaries in excess of the net assets of such
Subsidiaries at the time of acquisition of such assets, less amortization on
such excess amount from the time of acquisition thereof, all as reflected on the
consolidated balance sheet of the Company and its consolidated Subsidiaries as
of such date.
<PAGE>
 
                                       5


Indenture:

   The term "Indenture" shall mean this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular series
of Securities established as contemplated hereunder.

Interest:

   The term "interest" shall mean, when used with respect to noninterest bearing
Securities, interest payable after maturity.

Lien:

   The term "Lien" shall mean any mortgage, pledge, security interest, lien or
other encumbrance.

Liens upon rights-of-way for pipeline purposes:

   The term "liens upon rights-of-way for pipeline purposes" shall mean any
mortgages, liens or other encumbrances created by persons other than the Company
or any of its Subsidiaries and any renewal or extension of any such lien,
mortgage or other encumbrance, which at the particular time in question are
liens upon the lands over which easements or rights-of-way for pipeline purposes
are held, securing bonds or other indebtedness which have not been assumed or
guaranteed by the Company or any of its Subsidiaries or on which the Company or
any of its Subsidiaries does not customarily pay interest charges.

Mortgage Bonds:

   The term "Mortgage Bonds" shall mean bonds of Tennessee issued under its
General Mortgage.

Officers' certificate:

   The term "officers' certificate" shall mean a certificate signed by the
President or a Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Company and conforming to the
requirements of (S) 13.03.

Oil, Gas, Mineral and Processing and Other Plant Properties:

   The term "oil, gas, mineral and processing and other plant properties" shall
mean the following properties and assets, now owned or hereafter acquired by the
Company or any of its Subsidiaries, namely: (a) all oil, gas
<PAGE>
 
                                       6

and mineral leases, royalties, overriding royalties, production payments and fee
and other interests and rights in oil, gas and other minerals in place
wheresoever situated; (b) all oil, gas and other wells and mines for the
exploration, development and production of oil, gas and other minerals; (c)
all well, lease and mine equipment, personal property, fixtures and facilities
of every kind held or used in the exploration, development, operation or
maintenance of oil, gas and mineral leases, mines or other interests; (d) all
drilling rigs, workover rigs, drilling barges, drilling platforms, boats or
other marine equipment, and related equipment, parts, tools and accessories; (e)
all gas (including casinghead gas) gathering lines and systems connected to any
well or plant, up to the point at which the gas first enters a feeder, lateral
or main transmission line of oil, gas or other minerals, including a purchaser
or transporter; (f) all oil, distillate, condensate, gasoline and other
products gathering lines, pipelines, tanks, pumps, loading racks and other
property used in transporting, handling, storing, marketing or distributing oil,
distillate, condensate, gasoline or any other products or derivatives thereof,
and related equipment, machinery and facilities; (g) all meters, metering,
testing and measuring equipment installed and operated to measure oil, gas or
other minerals produced and delivered from producing properties or plants; (h)
all cycling plants, compressor plants, treating plants, processing plants,
refineries, petro-chemical plants and other plants of any kind owned and used in
the operation and maintenance of the aforementioned leases, interests and mines
or in the recovery, treating, refining or manufacture by any means or methods of
oil, gas, casinghead gas, condensate, distillate, gasoline or other hydrocarbons
or chemicals or any other minerals, or any products therefrom or derivatives
thereof, and all related machinery, equipment, personal property and accessories
held or used in connection therewith; (i) all oil, gas, casinghead gas,
distillate, condensate, and other hydrocarbons or chemicals or minerals of any
kind, gasoline and other products; (j) all lands held in fee, under lease or
otherwise which are used solely in connection with any of the aforementioned
operations, and the buildings, improvements, and fixtures thereon, and all
equipment, furnishings and supplies therein, including without limitation all
warehouses, and warehouse stock, casing and other materials, equipment and
supplies used or usable in such operations; (k) all contracts for the purchase
or sale of gas or casinghead gas produced or delivered from any of the
properties or plants included in this definition which are not connected to any
feeder, lateral or main transmission line of the Company or any of its
Subsidiaries, and all
<PAGE>
 
                                       7

contracts for the processing of gas or casinghead gas or for the purchase or
sale or manufacture of oil, distillate, condensate, natural gasoline and other
hydrocarbons or chemicals or products or derivatives thereof, or for the
purchase or sale of or relating to any other minerals; and (1) without limiting
in any way the generality of the foregoing, all property and assets of every
kind and character, real, personal and/or mixed, wheresoever situated acquired
by Tennessee from Tennessee Production Company, a Delaware corporation, under
Agreement of Merger dated August 20, 1954.

Opinion of counsel:

   The term "opinion of counsel" shall mean an opinion or opinions in writing
signed by counsel and conforming to the requirements of (S) 13.03.

Original issue date:

   The term "original issue date" with regard to any Security (or portion
thereof) shall mean the earlier of (a) the date of such Security, (b) the date
of any Security (or portion thereof) for which such Security was issued
(directly or indirectly) on registration of transfer, exchange or substitution
or (c) the date specified with respect to such Security pursuant to (S) 2.02.

Original Issue Discount Security:

   The term "Original issue Discount Security" shall mean any Security that
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
(S) 5.02.

Outstanding:

   The term "outstanding", when used with respect to Securities, shall have the
meaning specified in the definition of Securities, and, when used with respect
to any other Debt of the Company, shall mean Debt then or theretofore created or
assumed by the Company, except

       (a) All Debt theretofore paid or the evidences of which shall have been
   reacquired by the Company; and

       (b) Debt for the payment of which moneys or U.S. Government Obligations
   in the necessary amount shall have been irrevocably
<PAGE>
 
                                       8

   deposited in trust with the Trustee hereunder or with some other bank or
   trust company, provided that if any such Debt is to be paid prior to the
   maturity thereof, necessary notice of such payment shall, according to an
   opinion of counsel furnished to the Trustee, have been published or otherwise
   given or provision satisfactory to the Trustee shall have been made therefor.

Person:

   The term "person" shall mean an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

Pipelines:

   The term "pipelines" shall mean pipelines for the gathering, transmission or
distribution of natural, manufactured or mixed gas.

Principal office of the Trustce:

   The term "principal office of the Trustee" shall mean the principal office of
the Trustce in the Borough of Manhattan, The City of New York, New York, at
which at any particular time its corporate trust business shall be administered,
which office is, at the date of execution of this Indenture, located at One New
York Plaza, New York, New York 10081.

Purchase money obligation:

   The term "purchase money obligation" shall mean any obligation incurred by a
purchaser of property to the seller for the payment of any part of the purchase
price of such property, which obligation by its terms matures one year or more
from the date of the creation thereof, and shall not include any obligation for
the repayment of money borrowed for the payment of any part of the purchase
price of property.

Registered holder:

   The term "registered holder" shall mean thc person or persons in whose name
or names a particular Security shall be registered on the books of the Company
kept for that purpose in accordance with the terms of this Indenture.
<PAGE>
 
                                       9

Responsible officers of the Trustee:

   The term "responsible officers of the Trustee" shall mean the chairman of the
board of directors, the president, every vice president, the secretary, the
treasurer, the cashier, and every other officer and assistant officer of the
Trustee, other than those specifically above-mentioned, to whom any corporate
trust matter is referred because of his knowledge of, or familiarity with, a
particular subject.

Securities:

   The term "Security" or "Securities" shall mean (except as otherwise provided
in (S) 8.05) any Security, or all the Securities, as the case may be,
authenticated and delivered under this Indenture.

   The term "outstanding under this Indenture" or "outstanding hereunder" or
"outstanding", when used with reference to Securities, shall mean as of any
particular time all Securities authenticated and delivered under this Indenture,
except:

      (a) Securities cancelled by the Trustee or delivered to the Trustee for
   cancellation at or prior to the particular time;

      (b) Securities, or portions thereof, for whose payment or redemption money
   or U.S. Government Obligations in the necessary amount shall have theretofore
   been irrevocably deposited with the Trustee in trust (whether upon or prior
   to thc maturity of such Securities) for the holders of such Securities; and

      (c) Securities in lieu of and in substitution for which other Securities
   shall have been authenticated and delivered pursuant hereto.

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

   The term "issued", when used with respect to Securities, shall mean sold or
otherwise disposed of for value by the Company except by way of pledge unless
the pledge shall have been foreclosed.
<PAGE>
 
                                       10

Securityholders:

   The term "Securityholders" or "holders of the Securities" or "holders" or
other similar terms shall mean the registered holders of Securities.

   Any reference to a particular percentage or proportion of the Securityholders
shall mean the holders at the particular time of the specified percentage or
proportion in aggregate principal amount of all Securities or one or more series
thereof then outstanding under this Indenture, exclusive of Securities owned by
the Company or other obligor upon the Securities (whether or not theretofore
issued) or by any affiliate of the Company or such obligor and whether held in
the treasury of the Company or any such obligor or affiliate or pledged to
secure any indebtedness; provided, however, that where such reference is made in
connection with the protection of the Trustee, in acting upon the direction or
consent of a specified percentage or proportion of Securityholders, such
Securities shall be excluded only if known to the Trustee to be so owned; and
provided further, that Securities pledged in good faith may be regarded as
outstanding for the purposes of this paragraph if the pledgee shall establish to
the satisfaction of the Trustee the pledgee's right to vote such Securities and
that the pledgee is not an affiliate of the Company or such obligor.

Subsidiary:

   The term "Subsidiary" shall mean any corporation or other person of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other individuals performing similar
functions are at the time owned by the Company or by one or more Subsidiaries or
by the Company and one or more Subsidiaries.

Supplemental indenture:

   The term "supplemental indenture" or "indenture supplemental hereto" shall
mean any indenture hereafter duly authorized and entered into in accordance with
the provisions of this Indenture.

Tennessee:

   The term "Tennessee" shall mean Tennessee Gas Pipeline Company, a Delaware
corporation which, at the date of this Indenture, is a wholly-owned subsidiary
of the Company.
<PAGE>
 
                                      11 

Trustee:

   The term "Trustee" shall mean The Chase Manhattan Bank (National
Association), or the trustee under this Indenture for the time being, whether
original or successor.

Trust Indenture Act of 1939:

   The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act of
1939 as it was in force on the date of this Indenture.

U.S. Government Obligations:

   The term "U.S. Government Obligations" shall mean direct obligations of, or
obligations the principal and interest on which are fully guaranteed by, the
United States of America and which are not callable at the option of the issuer 
thereof.

Yield to Maturity:

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

                                   ARTICLE 2.

               FORM, EXECUTION, DELIVERY, REGISTRATION, EXCHANGE
                  AND REGISTRATION OF TRANSFER OF SECURITIES.

   (S) 2.01. The Securities of each series shall be substantially in the form 
(not inconsistent with this Indenture) established pursuant to resolutions of
the Board of Directors or by an officer or officers of the Company pursuant to
resolutions of the Board of Directors or pursuant to one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture. Any of the Securities may be issued with appropriate insertions,
omissions, substitutions and variations, and may have such legends or
endorsements printed or otherwise endorsed thereon as may be required to comply
with any law or the rules of any securities exchange or
<PAGE>
 
                                      12

of any governmental commission, or to conform to any usage with respect thereto;
and the Board of Directors, by resolution, may amend any legends or endorsements
on Securities then outstanding so as to comply with any such law or rules or so
as to conform to any such usage.

   The principal of and the premium, if any, and the interest, if any, on each
series of the Securities shall be paid at the principal office of the Trustee;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the registered holder entitled thereto at his address
as it shall appear on the SecuritY register.

   (S) 2.02. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture shall be unlimited.

   The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors and set
forth in an officers' certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

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

      (2) any limit upon the aggregate principal amount of the Securities of the
   series which may be authenticated and delivered under this Indenture (except
   for Securities authenticated and delivered upon registration of transfer of,
   or in exchange for, or in lieu of, other Securities of the series pursuant to
   (S) 2.07, 2.08, 2.10, 2.11 or 3.02);

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

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

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

      (6) the price or prices at which, the period or periods within which and
   the terms and conditions upon which Securities of the series may be
<PAGE>
 
                                      13

redeemed, in whole or in part, at the option of the Company, pursuant to any
sinking fund or otherwise;

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

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

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

      (10) any events which shall constitute defaults with respect to the
   Securities of a particular series, if not set forth herein;

      (11) any other terms of the series; and

      (12) any trustees, authenticating or paying agents, transfer agents or
   registrars with respect to the Securities of such series.

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

   (S) 2.03. At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Securities to or upon the written order of the
Company, signed by its Chairman of the Board, its President or any of its Vice
Presidents and by its Treasurer or any Assistant Treasurer or its Secretary or
any Assistant Secretary, without any further action by the Company hereunder. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to
<PAGE>
 
                                      14

such Securities, the Trustee shall be entitled to receive, and (subject to (S)
8.02) shall be fully protected in relying upon:

      (1) a copy of a certified resolution or resolutions relating thereto and,
   if applicable, an appropriate record of any action taken pursuant to such
   resolution:

      (2) an executed supplemental indenture or an officers' certificate setting
   forth the form and terms of the Securities as required by (S) 2.02; and

      (3) an opinion of counsel which shall state

         (a) that such Securities have been duly authorized and, when duly
      executed and delivered by the Company and authenticated and delivered by
      the Trustee in the manner and subject to any conditions specified in such
      opinion of counsel, will constitute valid and binding obligations of the
      Company, enforceable in accordance with their terms, subject to
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to or affecting the enforcement of creditors'
      rights and to general equity principles; and

         (b) that all laws and requirements (including the obtaining of all
      necessary authorizations, approvals and consents, if any, of governmental
      bodies) in respect of the execution and delivery by the Company of such
      Securities have been complied with and that authentication and delivery of
      such Securities by the Trustee will not violate the terms of the Indenture

   The Trustee shall have the right to decline to authenticate and deliver any
Securities under this (S) 2.03 if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing
Securityholders.

   (S) 2.04. The definitive Securities shall be issuable as registered
securities without coupons and in denominations as shall be specified as
contemplated by (S) 2.02. In the absence of any such specification with respect
to the
<PAGE>
 
                                      15

Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

   Each Security shall be dated the date of its authentication, shall bear
interest, if any, at such rate and from such date and shall be payable on such
dates, in each case, as shall be specified as contemplated by (S) 2.02.

   The person in whose name any Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Company shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the persons in whose names outstanding Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five business days prior to the date of payment of such defaulted
interest ) established by notice given by mail by or on behalf of the Company to
the holders of Securities not less than 15 days preceding such subsequent record
date.

   (S) 2.05. Each Security shall be signed in the name and on behalf of the
Company by its Chairman of the Board, its President or one of its Vice
Presidents, and its corporate seal shall be affixed thereto and attested by the
Secretary or one of the Assistant Secretaries of the Company; the signature of
the Chairman of the Board or President or any Vice President and the Secretary
or any Assistant Secretary and the corporate seal may be in facsimile. Such
Security shall then be delivered to the Trustee for authentication by it, and
thereupon, as provided in this Indenture and not otherwise, the Trustee shall
authenticate and deliver such Security. In case any officer of the Company who
shall have signed any of, or whose facsimile signature shall be borne by any of,
the Securities shall cease to be such officer of the Company before such
Securities shall annually be authenticated and delivered by the Trustee, such
Securities may nevertheless be authenticated and delivered as though such person
had not ceased to be such officer
<PAGE>
 
                                      16

of the Company; and any of the Securities may be signed on behalf of the Company
by, or bear the facsimile signature of, any person who at the time of the
execution of such Security shall be the proper officer of the Company, although
at the date of such Security such person may not have been such officer of the
Company.

   Only such of the Securities as shall bear thereon endorsed a certificate
substantially in the form of the Trustee's certificate of authentication
specified for such Securities, executed by the Trustee, shall be valid or
obligatory for any purpose or entitle the holder thereof to any right or benefit
under this Indenture, and the authentication by the Trustee upon any such
Security executed on behalf of the Company as aforesaid shall be conclusive
evidence that the Security so authenticated has been duly authenticated and
delivered hereunder.

   (S) 2.06. The Company shall keep at the principal office of the Trustee books
for the registration of Securities and the registration of transfer of
Securities issued hereunder and upon presentation for such purpose at such
office the Company will register or cause to be registered therein, and permit
registration of transfer to be made thereon, under such reasonable regulations
as it and the Trustee may prescribe, Securities issued under this Indenture. The
Company hereby appoints The Chase Manhattan Bank (National Association) and its
successor from time to time as Trustee hereunder as agent of the Company with
the title of registrar for such registration and transfer.

   (S) 2.07. Whenever any Security of any series shall be surrendered to the
Company at said office of the Trustee for registration of transfer, duly
endorsed or accompanied by a proper instrument or instruments of assignment and
transfer thereof, or for exchange, duly endorsed or accompanied by instruments
of assignment and transfer if so required by the Company or the Trustee, the
Company shall execute, and the Trustee shall authenticate and deliver, in
exchange therefor, a Security or Securities, as the case may require, of such
series for a like aggregate principal amount and of such authorized denomination
or denominations as may be requested. The registration of transfer of any
Security shall not be valid unless made at said office by the registered holder
in person, or by attorney thereunto duly authorized.
<PAGE>
 
                                      17

   No service charge shall be made to the Securityholders for any registration
of transfer or exchange of Securities or the issue of new Securities in the case
of partial payment of a Security, except that the Company may require payment of
a sum sufficient to cover any tax or other governmental charge which may be
imposed in relation thereto.

   The Company shall not be required to register the transfer of or to exchange
Securities for a period of 15 days next preceding any selection by the Trustee
of Securities to be redeemed. The Company shall not be required to register the
transfer of or to exchange Securities or portions thereof theretofore so
selected for redemption.

   (S) 2.08. Until definitive Securities of a series shall be prepared, the
Company may execute, and the Trustee shall authenticate and deliver, in lieu of
definitive Securities for such series and subject tO the same limitations and
conditions as are provided in this Indenture in respect of the execution,
authentication and delivery of definitive Securities for such series, one or
more temporary printed or lithographed Securities of such series of the
denomination of $1,000 (or such other minimum denomination as may be established
for any series of Securities pursuant to (S) 2.02) or any integral multiple
thereof, as shall be specified in the order or orders of the Company for the
authentication and delivery thereof, conforming generally to the form of
Security for such series, and with appropriate omissions, insertions,
substitutions and variations as may be approved by the officers of the Company
signing such Securities, their signatures thereto to be conclusive evidence of
such approval. Temporary Securities of a series shall be exchangeable at the
principal office of the Trustee for definitive Securities of such series, when
the latter shall be ready for delivery; and, upon the surrender of any temporary
Security for exchange, the Company, at its own expense, shall execute and the
Trustee shall authenticate and deliver in exchange therefor a definitive
Security or definitive Securities of the same series, as the case may require,
for a like aggregate principal amount. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits of this
Indenture as the definitive Securities to be authenticated and delivered
hereunder.

   Definitive Securities shall be either printed, or lithographed on steel
engraved borders or shall be fully engraved, as the Company may elect.
<PAGE>
 
                                      18

   (S) 2.09. The Company, the Trustee, any paying agent and any registrar of the
Securities may deem and treat the registered holder of any Security as the
absolute owner of such Security for all purposes whatsoever, and neither the
Company nor the Trustee nor any paying agent nor any registrar of the Securities
shall be affected by any notice to the contrary.

   If the Company shall acquire any of the Securities, 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.

   (S)2.10. In case any temporary or definitive Security shall become mutilated,
or be destroyed, lost or stolen, then upon the conditions hereinafter set forth
the Company in its discretion may execute, and thereupon the Trustee shall
authenticate and deliver, a new Security of the same series of like tenor, date,
maturity and principal amount in exchange and substitution for and upon
surrender and cancellation of the mutilated Security or in lieu of and
substitution for the Security so destroyed, lost or stolen; provided, however,
that if any such mutilated, destroyed, lost or stolen Security shall have
matured, the Company may, instead of issuing a substituted Security therefor,
pay such Security without requiring the surrender thereof. The applicant for
such substituted Security shall furnish to the Company and to the Trustee
evidence satisfactory to them, in their discretion, of the ownership of and the
destruction, loss or theft of such Security, and shall furnish to the Company
and to the Trustee indemnity satisfactory to them, in their discretion, and, if
required, shall reimburse the Company for all expenses (including counsel fees)
in connection with the preparation, authentication and delivery of such
substituted Security, and shall comply with such other reasonable regulations as
the Company and the Trustee, or either of them, may prescribe.

   (S) 2.11. In case the Company pursuant to the provisions of Article 11 hereof
shall be consolidated with or merged into any other corporation or shall convey
or transfer its property and assets, as an entirety or substantially as an
entirety, and the successor corporation resulting from such consolidation or
into which the Company shall have been merged, or which shall have received a
conveyance or transfer as aforesaid, shall have executed with the Trustee an
indenture pursuant to the provisions of Article 11 hereof, the Securities of
each series issued under this Indenture prior to such
<PAGE>
 
                                      19

consolidation, merger, conveyance or transfer may from time to time at the
request of the successor corporation and upon surrender by the holders thereof
be exchanged for other Securities of the same series executed in the name and
under the seal of the successor corporation, with such changes in phraseology
and form as may be appropriate, but in substance of like tenor as the Securities
of the series surrendered for exchange and of like principal amount; and the
Trustee upon the request of the successor corporation shall authenticate
Securities as specified in such request for the purpose of such exchange and
shall deliver them upon surrender of the Securities so to be exchanged. All
Securities so surrendered shall be accompanied by written instruments of
transfer duly executed by the registered holder or his duly authorized attorney
if deemed necessary by the Trustee. All Securities of each series so executed in
the name and under the seal of the successor corporation and authenticated and
delivered shall be of the same series and shall in all respects have the same
legal rank and rights as the Securities of such series executed in the name of
the Company and surrendered upon such exchange with like effect as if the
Securities of such series so delivered in the name of the successor corporation
had been made, authenticated and issued hereunder on the date hereof.

   (S) 2.12. In case the name of the Company is changed, the Securities issued
under this Indenture subsequent to such change of name may be issued,
authenticated and delivered under such new name with such changes in phraseology
or form as may be appropriate.

                                   ARTICLE 3.
                                  REDEMPTION.

   (S) 3.01. The Company may reserve the right to redeem and pay, prior to the
maturity of any Security of any series, all or any part of the Securities of
such series, either by optional redemption, sinking fund or otherwise, by
provision therefor in the Security for such series established pursuant to (S)
2.02. Redemption of Securities of any series shall be made in accordance with
the terms of such Securities and, to the extent that this Article does not
conflict with such terms, in accordance with this Article.

   (S) 3.02. In case of redemption of any series of Securities or any part
thereof, the Company shall cause to be given notice of such redemption by
<PAGE>
 
                                      20

mail, postage prepaid, at least 30 days but not more than 60 days prior to said
redemption date to all registered holders of Securities of such series which are
to be redeemed in whole or in part at their addresses as they shall then appear
on the register of the Company maintained pursuant to (S) 2.06. Such notice
shall state that such series of Securities, or portions thereof, specified
therein or all of such series of Securities, as the case may be, are to be
redeemed at the option of the Company, or that the Securities specified therein
are to be redeemed for an applicable sinking fund, the redemption date and place
of redemption, the redemption price or prices ( which shall be the redemption
price or prices payable on the redemption date, determined as provided in this
Indenture), and that interest on such series of Securities, or portions thereof,
in such notices specified for redemption shall cease to accrue on said date.
Failure to mail such notice to the holder of any Securities selected for
redemption as a whole or in part, or any defect therein, shall not affect the
validity of the proceedings for the redemption of any other Security or portion
thereof.

   If the Company shall determine to redeem less than all of any series of
Securities then outstanding or shall be required to redeem Securities of such
series for any sinking fund, it shall give the Trustee 45 days' prior written
notice of the proposed redemption date and of the aggregate principal amount of
Securities of such series to be redeemed and thereupon the Trustee shall select,
in such manner as in its discretion it shall deem appropriate and fair, and
notify the Company of, the serial numbers of the Securities of such series to be
redeemed. In case a Security is of a denomination larger than $1,000 (or such
other minimum denomination as may be established for any series of Securities
pursuant to (S) 2.02), a portion of such Security ($1,000, or such other
minimum denomination, or an integral multiple thereof) may be redeemed and if
less than the whole Security be redeemed, upon surrender thereof to the Trustee,
the Company shall execute and the Trustee shall authenticate and shall deliver
to the order of the holder of such Security, without charge, a new Security or
Securities of the same series, equal in aggregate principal amount to the
unredeemed portion thereof, each such new Security to be in authorized form and
of such authorized denomination as such holder may elect. If less than all the
outstanding Securities of any series are called for redemption, the notice of
redemption shall state the aggregate principal amount of Securities of such
series to be redeemed and the serial numbers thereof; and in case there shall
<PAGE>
 
                                      21

have been selected as aforesaid less than the entire principal amount of any
Security of a denomination in excess of $1,000 (or such other minimum
denomination), the notice shall specify the serial number of such Security and
the principal amount thereof called for redemption, and shall state that on the
redemption date, upon presentation of such Security, the holder will receive the
applicable redemption price in respect of the principal amount thereof called
for redemption, and upon surrender of such Security, a new Security or
Securities of the same series for the principal amount remaining unredeemed will
be delivered therefor.

   Notice of redemption of Securities of any series to be redeemed shall be
given by the Trustee for and on behalf of and in the name of the Company.

   (S) 3.03. Notice of redemption having been duly given as aforesaid, the
Securities of any series (or portions thereof) so designated for redemption
shall on the redemption date specified in such notice become due and payable at
their respective redemption prices; and on and after the redemption date so
specified (unless the Company shall default in the payment of the redemption
price or prices of Securities of such series) interest on such Securities (or in
the case of a partial redemption of a Security, on the portion thereof to be
redeemed) shall cease to accrue, and upon presentation and surrender of such
Securities on or after said redemption date at said place of redemption in
accordance with said notice, such Securities (or such specified portions) shall
be paid by the Company at the redemption price or prices aforesaid together with
accrued interest to the redemption date.

   If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original issue Discount Security) borne by
such Security.

                                   ARTICLE 4.

                     PARTICULAR COVENANTS OF THE COMPANY.

   The Company covenants with the Trustee as hereinafter in this Article 4 set
forth:

   (S) 4.01. The Company will duly and punctually pay the principal of each of
the Securities, the premium, if any, payable upon the redemption


<PAGE>
 
                                      22

thereof, and the interest, if any, which shall have accrued thereon, at the
respective times, dates and places and in the manner mentioned in such
Securities, according to the true intent and meaning thereof. The Company will
not directly or indirectly extend or assent to the extension of the time for
payment of any claim for interest upon any of the Securities and will not
directly or indirectly be a party to or approve of any arrangement for any such
extension by purchasing said claim or in any other manner. No claim for interest
on the Securities of any series, the time of payment of which shall have been so
extended or which shall have been so purchased, shall be entitled in case of a
default hereunder to the benefit of this Indenture except after the prior
payment in full of the principal of all the Securities of such series and claims
for interest not so extended or purchased; provided, however, that this Section
shall not apply in any case where an extension shall be made pursuant to a plan
proposed by the Company to the holders of all the Securities of such series then
outstanding. Interest on the Securities shall be payable only to the registered
holders thereof as shown on the books of the Company. When and as paid all
Securities shall be canceled and disposed of as provided in (S)13.02, and no
Securities shall be issued under this Indenture in lieu thereof.

   If the date upon which any Security becomes payable, at maturity or by call
for redemption or otherwise, be a day other than a business day, then payment of
the amount due thereon may be made on the next succeeding business day with the
same force and effect as if made on the date upon which such Security became
payable and no interest shall accrue by reason of such delay in payment.

   (S) 4.02. Until all the Securities shall have been paid or payment thereof
provided for, the Company will maintain an office or agency in the Borough of
Manhattan, The City of New York, New York, where notices and demands in respect
of the Securities may be served. The Company hereby appoints The Chase Manhattan
Bank ( National Association ) and its successor from time tO time as Trustee
hereunder as agent of the Company, in its behalf, to receive all such notices
and demands in respect of the Securities, and hereby designates the principal
office of the Trustee as the office where notices and demands in respect of the
Securities may be served.
<PAGE>
 
                                      23

   (S) 4.03. On or before the date on which the principal of, or the interest
on, any of the Securities by their terms or as a result of the calling thereof
for redemption shall become payable, the Company will pay to the Trustee a sum
of money or U.S. Government Obligations sufficient to pay such principal (and
the premium, if any, which shall be payable on any of the Securities which shall
have been called for redemption) and any interest which shall have so become
payable, to be held in trust for the benefit of the holders of such Securities.

   The foregoing provisions of this (S) 4.03 are subject to the provisions of
Article Nine.

   (S) 4.04. So long as any of the Securities are outstanding:

      (a) The Company will not, and will not permit any Subsidiary to, create,
   assume or suffer to exist any Lien which secures Debt and which is on any
   capital stock of any Subsidiary owned by it; provided, however, that this (S)
   4.04(a) shall not apply to or prevent the creation or existence of any Lien
   upon:

         (i) any capital stock if the Lien thereon is created at the time of the
      acquisition of such capital stock by the Company or any Subsidiary or
      within one year after such time to secure all or a portion of the purchase
      price for such capital stock or Debt incurred to finance such purchase
      price;

         (ii) any capital stock held by a person if such Lien existed on such
      capital stock at the time such person becomes a Subsidiary; or

         (iii) any capital stock of a foreign Subsidiary held directly or
      indirectly by another foreign Subsidiary if the Lien thereon is to secure
      Debt of such other foreign Subsidiary.

      (b) The Company will not, and will not permit any Subsidiary (other than a
   Finance Subsidiary) to, create, assume or suffer to exist any Lien which
   secures Debt and which is upon any property or assets (other than capital
   stock of any Subsidiary, Liens on which shall be permitted only as set forth
   in (S) 4.04(a)) owned by the Company or any Subsidiary (other than a Finance
   Subsidiary) without making effective provision whereby the Securities shall
   (so long as such other Debt shall be so secured) be equally and ratably
   secured with any and all such Debt and with any other Debt similarly entitled
   to be equally and ratably secured; provided, however, that this (S) 4.04(b)
   shall not apply to nor prevent the creation or existence of:
<PAGE>
 
                                      24

         (i) any Lien upon any property or assets of the Company or any
      Subsidiary in existence at the date of this Indenture or created pursuant
      to an "after-acquired property" clause or similar term ( including Liens
      created upon substitution of cash or collateral of similar value) in
      existence at the date of this Indenture of any mortgage, pledge agreement,
      security agreement or other similar instrument in existence on the date of
      this Indenture;

         (ii) any Lien upon any property or assets created at the time of the
      acquisition of such property or assets by the Company or any Subsidiary or
      within one year after such time to secure all or a portion of the purchase
      price for such property or assets or Debt incurred to finance such
      purchase price;

         (iii) any Lien upon any property or assets existing thereon at the time
      of the acquisition thereof by the Company or any Subsidiary (whether or
      not the obligations secured thereby are assumed by the Company or any
      Subsidiary):

         (iv) any Lien upon any property or assets of a person existing thereon
      at the time such person becomes a Subsidiary by acquisition or otherwise;

         (v) the assumption by the Company or any Subsidiary of obligations
      secured by any Lien existing at the time of the acquisition by the Company
      or any Subsidiary of the property or assets subject to such Lien or at the
      time of the acquisition of the person which owns such property or assets;

         (vi) any extension, renewal or refunding of any Lien permitted by 
      (S) 4.04( a) or by subdivisions (i), (ii), (iii), (iv) or (v) of this 
      (S) 4.04(b) on substantially the same property or assets theretofore
      subject thereto or any part thereof, securing Debt not in excess of the
      amount outstanding on the date of such extension, renewal or refunding;
<PAGE>
 
                                      25

         (vii) any Lien on any oil, gas, mineral and processing and other plant
      properties to secure the payment of Costs, expenses or liabilities
      incurred under any lease or grant or operating or other similar agreement
      in connection with or incident to the exploration, development,
      maintenance or operation of such properties;

         (viii) any Lien arising from or in connection with a conveyance by the
      Company or any Subsidiary of any production payment with respect to oil,
      gas, natural gas, carbon dioxide, sulphur, helium, coal, metals, minerals,
      steam, timber or other natural resources;

         (ix) any Lien in favor of the Company or any Subsidiary;

         (x) any Lien created or assumed by the Company or any Subsidiary in
      connection with the issuance of Debt the interest on which is excludable
      from gross income of the holder of such Debt pursuant to the Internal
      Revenue Code of 1986, as amended, or any successor statute, for the
      purpose of financing, in whole or in part, the acquisition or construction
      of property or assets to be used by the Company or any Subsidiary;

         (xi) Liens upon rights-of-way for pipeline purposes;

         (xii) any governmental Lien, mechanics', materialmen's, carriers' or
      similar Lien incurred in the ordinary course of business which is not yet
      due or which is being contested in good faith by appropriate proceedings
      and any undetermined Lien which is incidental to construction;

         (xiii) the right reserved to, or vested in, any municipality or public
      authority by the terms of any right, power, franchise, grant, license,
      permit or by any provision of law, to purchase or recapture or to
      designate a purchaser of, any property;

         (xiv) Liens of taxes and assessments which are (A) for the then current
      year, or (B) not at the time delinquent or (C) delinquent but the
      validity of which is being contested at the time by the Company or any
      Subsidiary in good faith;
<PAGE>
 
                                      26

         (xv) Liens of, or to secure performance of, leases;

         (xvi) any Lien upon, or deposits of, any assets in favor of any surety
      company or clerk of court for the purpose of obtaining indemnity or stay
      of judicial proceedings;

         (xvii) any Lien upon property or assets acquired or sold by the Company
      or any Subsidiary resulting from the exercise of any rights arising out of
      defaults on receivables:

         (xviii) any Lien incurred in the ordinary course of business in
      connection with workmen's compensation or unemployment insurance, or to
      secure obligations imposed by statute or governmental regulations;

         (xix) any Lien upon property or assets of any foreign Subsidiary to
      secure Debt of that foreign Subsidiary;

         (xx) any Lien upon any property or assets in accordance with customary
      banking practice to secure any Debt incurred by the Company or any
      Subsidiary in connection with the exporting of goods to, or between, or
      the marketing of goods in, or the importing of goods from, foreign
      countries;

         (xxi) any Lien upon any additions, improvements, replacements, repairs,
      fixtures, appurtenances or component parts thereof attaching to or
      required to be attached to property or assets pursuant to the terms of any
      mortgage, pledge agreement, security agreement or other similar
      instrument, creating a Lien upon such property or assets permitted by
      subdivisions (i) through (xxii) inclusive of this (S) 4.04(b); or

         (xxii) any Lien securing any Debt in an amount which, together with all
      other Debt secured by a Lien that is not otherwise" permitted by (S)
      4.04(a) or by the provisions of any other clause of this (S) 4.04(b), does
      not at the time of the incurrence of the Debt so secured exceed 10% of
      Consolidated Net Tangible Assets, as
<PAGE>
 
                                      27

      shown on a balance sheet as of the end of the most recent fiscal quarter
      prior to the incurrence of such Debt for which a balance sheet is
      available; and

   provided further, in case the Company or any of its Subsidiaries (other than
   any Finance Subsidiary) shall propose to create any Lien upon any assets or
   property at any time owned by it to secure any Debt and the Securities are
   required to be equally and ratably secured with such Debt pursuant to this
   (S) 4.04(b), the Company will prior thereto give written notice thereof to
   the Trustee, and the Company will prior to or simultaneously with the
   creation of such Lien, by supplemental indenture executed to the Trustee (or
   to the extent legally necessary to an additional or separate trustee ), in
   form satisfactory to the Trustee, cause all the Securities effectively to be
   secured equally and ratably with such Debt by a Lien on such assets or
   property.

      (c) the Company will not permit Tennessee, at any time it is a Subsidiary,
   to issue additional Mortgage Bonds under the General Mortgage (except
   Mortgage Bonds issued in replacement of mutilated, destroyed, lost or stolen
   Mortgage Bonds or in respect of the unredeemed portion of outstanding
   Mortgage Bonds as provided in the General Mortgage) or have outstanding
   Mortgage Bonds in excess of the aggregate principal amount of the Mortgage
   Bonds outstanding as of the date of this Indenture or extend the present
   maturities of said outstanding Mortgage Bonds.

   (S) 4.05. The Company will at all times (subject to its right to merge,
consolidate or convey all or substantially all its property and assets pursuant
to Article 11, and, if it so elects, thereafter dissolve) take or cause to be
taken all such action as may from time to time be necessary to maintain,
preserve and renew its corporate existence and its franchise to be a
corporation.

   (S) 4.06. The Company will, upon reasonable request of the Trustee, execute
and deliver such further instruments and do such further acts as may be
necessary or proper to carry out more effectually the purposes of this
Indenture.

   (S) 4.07. The Company will, on or before the first day of May in each
calendar year commencing with the May 1 next following the date on which
Securities are first issued hereunder, file with the Trustee an officers'
<PAGE>
 
                                      28

certificate stating that a review of the activities of the Company during the
preceding calendar year has been made under the supervision of the signers of
such certificate with a view to determining whether the Company has kept,
observed, performed and fulfilled all the covenants, agreements and obligations
on its part in this Indenture contained and that to the best of their knowledge
the Company is not in default in the performance, observance or fulfillment of
any of the terms, provisions and conditions hereof, and that no default exists
or, if the Company shall be so in default or if any default exists, specifying
all such defaults, and the nature thereof, of which they may have knowledge.

                                   ARTICLE 5.

                    REMEDIES OF TRUSTEE AND SECURITYHOLDERS.

   (S) 5.01. Except where otherwise indicated by the context or where the term
is otherwise defined for a specific purpose, the term "default" wherever used in
this Indenture with respect to any Securities of any series shall mean one of
the following described events:

      (a) the failure of the Company for a period of 30 days to pay any
   installment of interest on any of the Securities of such series, when and as
   the same shall become payable:

      (b) the failure of the Company to pay the principal of or premium, if any,
   on any of the Securities of such series, when and as the same shall become
   due and payable, whether at maturity, upon redemption ( other than a sinking
   fund redemption) or otherwise;

      (c) the failure of the Company for a period of 30 days to make any sinking
   fund redemption as and when the same shall become due and payable by the
   terms of a Security of such series;

      (d) the failure of the Company to observe and perform any other of the
   covenants or agreements on the part of the Company contained in the
   Securities of such series or in this Indenture for a period of 60 days after
   written notice shall have been given to the Company by the Trustee or to the
   Company and the Trustee by the holders of at least 25% in aggregate principal
   amount of the Securities of all series outstanding ( or, if any such covenant
   or agreement is not applicable to

 
<PAGE>
 
                                      29

   all series of the Securities, by the holders of at least 25% in aggregate
   principal amount of the outstanding Securities of all series to which it is
   applicable) (in each case treated as a single class), specifying such failure
   and requiring the Company to remedy the same;

      (e) a period of 60 days shall have elapsed after

         (1) the adjudication of the Company or Tennessee, provided Tennessee is
      at the time of such adjudication a Subsidiary, as a bankrupt or insolvent
      by a court of competent jurisdiction;

         (2) the entry by such a court of an order approving a petition seeking
      reorganization or liquidation of the Company or Tennessee, provided
      Tennessee is at the time of such entry a Subsidiary, under the Bankruptcy
      Act; or

         (3) the appointment by such a court of a trustee or custodian or
      receiver or receivers of the Company or Tennessee, provided Tennessee is
      at the time of such appointment a Subsidiary, or of all or any substantial
      part of the property of the Company (or Tennessee, as the case may be)
      upon the application of any creditor in any insolvency or bankruptcy
      proceeding or other creditor's suit;

   but such period of 60 days shall not include any period during which any such
   decree or order shall be stayed upon appeal or otherwise;

      (f) the filing by the Company or Tennessee, provided Tennessee is at the
   time a Subsidiary, of a petition in involuntary bankruptcy or the making by
   the Company or Tennessee, provided Tennessee is at the time a Subsidiary, of
   an assignment for the benefit of creditors or the consenting by the Company
   or Tennessee, provided Tennessee is at the time a Subsidiary, to the
   appointment of a custodian or receiver or receivers of all or any substantial
   part of the property of the Company (or Tennessee, as the case may be); or
   the filing by the Company or Tennessee, provided Tennessee is at the time a
   Subsidiary, of a petition or answer or consent seeking reorganization or
   liquidation under the Bankruptcy Act; or the filing by the Company or
   Tennessee, provided Tennessee is at the time a Subsidiary, of a petition to
   take advantage of any debtor's act;
<PAGE>
 
                                      30

   (g) the default by the Company in the payment of principal of or interest
on any obligation for money borrowed (or any purchase money obligation or any
obligation under notes payable or drafts accepted representing extensions of
credit), beyond any period of grace provided with respect thereto, or default
in the performance of any other agreement, term or condition contained in any
agreement under which any such obligation is created (or if any other default
under any such agreement shall occur and be continuing) if the effect of any
such default described in this subdivision (g) is to cause such obligation to
become due prior to its stated maturity; provided, however, that if any such
default shall be cured by the Company, or be waived by the holders of such
obligations, or of a specified percentage thereof entitled so to waive, then the
default hereunder by reason of such default shall be deemed to have been cured;

   (h) the default by any domestic Subsidiary (other than a Finance Subsidiary)
in the payment of principal of or interest on Debt, beyond any period of grace
provided with respect thereto, or default in the performance of any other
agreement, term or condition contained in any agreement under which any such
Debt is created (or if any other default under any such agreement shall occur
and be continuing) if the effect of any such default described in this
subdivision (h) is to cause Debt of such domestic Subsidiary in an amount in
excess of 1% of Consolidated Debt to become due prior to its stated maturity;
provided, however, that if any such default shall be cured, or be waived by the
holders of such Debt, or of a specified percentage thereof entitled so to waive,
then the default hereunder by reason of such default shall be deemed to have
been cured; or

   (i) the default by two or more domestic Subsidiaries (other than Finance
Subsidiaries) in the payment of principal of or interest on any Debt beyond any
period of grace provided with respect thereto, or default in the performance of
any other agreement, term or condition contained in any agreement under which
any such Debt is created (or if any other default under any such agreement
shall occur and be continuing) if the effect of any such default described in
this subdivision (i) is to cause Debt of such domestic Subsidiaries in an
amount in excess of 5% of Consolidated Debt to become due prior to its stated
maturity; provided, however, that if any such default shall be cured, or be
waived
<PAGE>
 
                                      31

by the holders of such Debt, or of a specified percentage thereof entitled so to
waive, then the default hereunder by reason of such default shall be deemed to
have been cured.

   (S) 5.02. If any one or more of the defaults described in subdivision (a),
(b) or (c) of (S) 5.01 with respect to Securities of any series shall happen,
then, and in each and every such case, during the continuance of any such
default, either the Trustee, by notice in writing to the Company, or the holders
of at least 25% in principal amount of the Securities of such series then
outstanding, by notice in writing to the Company and to the Trustee, may declare
the principal amount (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all the Securities of such series then outstanding
(if not then due and payable) to be due and payable, and upon any such
declaration the same shall become and be immediately due and payable, anything
in this Indenture or in the Securities of such series contained to the contrary
notwithstanding. If any one or more of the defaults described in subdivision (d)
of (S) 5.01 shall happen, then, and in each and every such case, during the
continuance of any such default, either the Trustee, by notice in writing to the
Company, or the holders of at least 25% in principal amount of the Securities of
all series then outstanding (or, if such default is not applicable to all
series of the Securities, the holders of at least 25% in principal amount of
the outstanding Securities of all series to which it is applicable) (in each
case treated as a single class), by notice in writing to the Company and to the
Trustee, may declare the principal amount (or, if the Securities of any such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities
(or all the Securities of such series, if such default is not applicable to all
series of the Securities) then outstanding (if not then due and payable) to be
due and payable, and upon any such declaration the same shall become and be
immediately due and payable, anything in this Indenture or in the Securities of
such series contained to the contrary notwithstanding. If any one or more of the
defaults described in subdivision (e), (f), (g), (h) or (i) of (S) 5.01 shall
happen, then, and in each and every such case, during the continuance of any
such default, either the Trustee, by notice in writing to the Company, or the
holders of at least 25% in principal amount of all the Securities then
outstanding (treated as a single class), by notice in writing to the Company
<PAGE>
 
                                      32

and to the Trustee, may declare the principal amount (or, if the Securities of
any series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities
then outstanding (if not then due and payable), to be due and payable, and upon
any such declaration the same shall become and be immediately due and payable,
anything in this Indenture or in the Securities contained to the contrary
notwithstanding.

   The foregoing provisions, however, are subject to the condition that if, at
any time after the principal (or, if the Securities of such series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of the Securities of any series (or all
of the Securities, as the case may be) shall have been so declared to be due
and payable and before any judgment or decree for the payment of the moneys
shall have been obtained or entered as hereinafter provided, the principal of
all the Securities of any series (or all of the Securities, as the case may be) 
which shall have matured otherwise than by said declaration and all arrears of
interest, if any, upon all the Securities of any series (or all of the
Securities, as the case may be) with interest on any overdue principal and, so
far as permitted by law, installments of interest at the same rate as the rate
of interest or the Yield to Maturity (in the case of Original Issue Discount
Securities) applicable to the Securities of such series (or at the respective
rates of interest or Yields to Maturity of all Securities, as the case may be)
and the reasonable charges and expenses of the Trustee, its agents and
attorneys, shall be paid by the Company or deposited with the Trustee, and every
other default under this Indenture with respect to such series (or all of the
affected series, as the case may be) shall have been cured, waived or otherwise
remedied as provided herein, then and in every such case the holders of a
majority in principal amount of the outstanding Securities of such series (or
all of the Securities of the series affected as the case may be, in such case
treated as a single class) then outstanding, by written notice to the Company
and the Trustee, may waive all defaults with respect to such series (or with
respect to all of the Securities, as the case may be) which shall have been so
declared to be due and payable and may rescind and annul such declaration and
its consequences; but no such waiver or rescission and annulment shall extend to
or affect any subsequent default or impair any right consequent thereon.
<PAGE>
 
                                      33

   (S) 5.03. If the Company shall fail for a period of 30 days to pay any
installment of interest on or to make any sinking fund redemption in respect of
the Securities of any series or shall otherwise fail to pay the principal of any
of the Securities of any series when and as the same shall become due and
payable, whether at maturity or otherwise, then, upon demand of the Trustee, the
Company will pay to the Trustee for the benefit of the holders of the Securities
of that series then outstanding the whole amount which then shall have become
due and payable on all such Securities of that series, with interest to the date
of payment on the overdue principal and, so far as permitted by law,
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) applicable to the
Securities of such series, and reasonable compensation to the Trustee, its
agents and attorneys, and any other reasonable expenses and liabilities incurred
without negligence or bad faith by the Trustee under this Indenture.

   In case the Company shall fail forthwith to pay such amounts, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered
to institute any action or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceedings to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or any other obligor on such Securities, and collect the
moneys adjudged or decreed to be payable out of the property of the Company or
any other obligor on such Securities, wherever situated, in the manner provided
by law. Every recovery of judgment in any such action or other proceeding,
subject to the payment of the expenses, disbursements and compensation of the
Trustee, its agents and attorneys, shall be (subject to the provisions of (S)
5.04) for the ratable benefit of the holders of such Securities which shall be
the subject of such action or proceedings. All rights of action upon or under
any of such Securities or this Indenture may be enforced by the Trustee without
the possession of any of such Securities and without the production of any
thereof at any trial or any proceedings relative thereto.

   The Trustee is hereby appointed, and each and every holder of the Securities,
by receiving and holding the same, shall be conclusively deemed to have
appointed the Trustee, the true and lawful attorney-in-fact of such holder, with
authority to make or file (whether or not the Company shall be in default in
respect of the payment of the principal of, or premium, if any,
<PAGE>
 
                                      34

or interest on, any of the Securities, and whether or not the Trustee shall have
made any demand for payment pursuant to the provisions of this (S) 5.03), in
its own name as trustee of an express trust, in any receivership, insolvency,
liquidation, bankruptcy, reorganization or other judicial proceedings relative
to the Company, its creditors or its property, or any other obligor on the
Securities, its creditors or its property, any and all claims, proofs of debt,
petitions, consents, other documents and amendments of any thereof, and to
receive payment of any sums that shall be distributable in any such proceedings
on account of any of the Securities, and to execute and deliver any and all
other papers and documents and to do and perform any and all other acts and
things, as may be necessary or advisable in order to enforce in any such
proceedings any of the claims of any of such holders in respect of any of the
Securities; and any receiver, assignee, trustee or debtor in any such
proceedings is hereby authorized, and each and every holder of the Securities,
by receiving and holding the same, shall be deemed to have authorized any such
receiver, assignee, trustee or debtor, to make payment of any and all such sums
to or on the order of the Trustee, and to pay to the Trustee any amount due it
for compensation and expenses, including counsel fees, incurred by it down to
the date of such payment; provided, however, that nothing herein contained shall
be deemed to authorize or empower the Trustee to consent to or accept or adopt,
on behalf of any holder of Securities, any plan of reorganization or
readjustment of the Company affecting the Securities or the rights of any holder
thereof, or to authorize or empower the Trustee to vote in respect of the claim
of any holder of any Securities in any such proceedings.

   In case there shall be pending proceedings relative to the Company or any
other obligor upon the Securities under the Bankruptcy Act, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for the Company or
its property or such other obligor, or in case of any other comparable judicial
proceedings relative to the Company or other obligor upon the Securities of any
series, the Trustee, irrespective of whether the principal of any Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:
<PAGE>
 
                                      35

      (a) to file and prove a claim or claims for the whole amount of principal,
   premium and interest, if any, (or, if the Securities of any series are
   Original Issue Discount Securities, such portion of the principal amount as
   may be specified in the terms of that series) owing in respect of the
   Securities of any series, and to file such other papers or documents as may
   be necessary or advisable in order to have the claims of the Trustee 
   (including any claim for reasonable compensation to the Trustee and each
   predecessor Trustee, and their respective agents, attorneys and counsel, and
   for reimbursement of all expenses and liabilities incurred, and all advances
   made, by the Trustee and each predecessor Trustee, except as a result of
   negligence or bad faith) and of the Securityholders allowed in any judicial
   proceedings relative to the Company or other obligor upon the Securities of
   any series, or to the creditors or property of the Company or such other
   obligor, and

      (b) to collect and receive any moneys or other property payable or
   deliverable on any such claims, and to distribute all amounts received with
   respect to the claims of the Securityholders and of the Trustee on their
   behalf; and any trustee, receiver, or liquidator, custodian or other similar
   official is hereby authorized by each of the Securityholders to make payments
   to the Trustee, and, in the event that the Trustee shall consent to the
   making of payments directly to the Securityholders, to pay to the Trustee
   such amounts as shall be sufficient to cover reasonable compensation to the
   Trustee, each predecessor Trustee and their respective agents, attorneys and
   counsel, and all other expenses and liabilities incurred, and all advances
   made, by the Trustee and each predecessor Trustee except as a result of
   negligence or bad faith.

   (S) 5.04. Any moneys collected by the Trustee under this Article 5 shall be
applied by the Trustee as follows:

      First: To the payment of all costs and expenses in connection with the
   collection of such moneys, including reasonable compensation to the Trustee,
   its agents and attorneys, and all expenses, liabilities and advances incurred
   or made without negligence or bad faith by the Trustee hereunder,

      Second: In case the principal of the Securities in respect of which moneys
   have been collected shall not have become and be then due and
<PAGE>
 
                                      36

   payable, to the payment of interest on the Securities of such series in
   default in the order of the maturity of the installments of such interest,
   with interest (to the extent that such interest has been collected by the
   Trustee) upon the overdue installments of interest at the same rate as the
   rate of interest or Yield to Maturity (in the case of Original Issue Discount
   Securities) applicable to such Securities, such payments to be made ratably
   to the persons entitled thereto, without discrimination or preference;

      Third: In case the principal of the Securities in respect of which moneys
   have been collected shall have become and shall be then due and payable, to
   the payment of the whole amount then owing and unpaid upon all the Securities
   of such series for principal and interest, with interest upon the overdue
   principal and (to the extent that such interest has been collected by the
   Trustee) upon overdue installments of interest at the same rate as the rate
   of interest or Yield to Maturity (in the case of Original Issue Discount
   Securities) applicable to the Securities of such series; and in case such
   moneys shall be insufficient to pay in full the whole amount so due and
   unpaid upon the Securities of such series, then to the payment of such
   principal and interest, without preference or priority of principal over
   interest, or of interest over principal, or of any installment of interest
   over any other installment of interest, or of any Security of such series
   over any other Security of such series, ratably to the aggregate of such
   principal and accrued and unsaid interest; and

      Fourth: To the payment of any surplus then remaining to the Company, its
   successors or assigns, or to whomsoever may be lawfully entitled to receive
   the same.

   (S) 5.05. Upon any sale made under any writ of execution issued on any
judgment for the recovery of the indebtedness evidenced by the Securities of any
series or recovered under this Indenture, any purchaser shall be entitled in
making settlement or payment of the purchase price of the property purchased to
present and to turn in and use any of the Securities of that series then matured
and unpaid, such Securities being computed for that purpose at a sum equal to
that which shall be payable out of the net proceeds of such sale to such
purchaser as the holder thereof for his share of such net proceeds; and, if the
amounts so payable in respect of such
<PAGE>
 
                                      37

Securities shall be less than the amount for which the Company may be liable
thereon, then the receipt endorsed thereon under the direction of any person
authorized to receive payment of the purchase price for the amount to be so
allowed or credited thereon shall constitute partial payment and settlement and
shall be conclusive proof of the amount thereof. At any such sale any holder or
holders of the Securities of that series may directly, or through one or more
agents, bid for and purchase the property sold for his or their own account and
make payment therefor as aforesaid or otherwise and may hold, retain and dispose
of such property without further accountability.

   (S) 5.06. In case of a default hereunder with respect to any series of
Securities the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. Upon the filing of a bill in
equity or other commencement of judicial proceedings to enforce the rights of
the Trustee and of such Securityholders, the Trustee shall be entitled, as a
matter of right, to the appointment of a custodian or receiver or receivers of
the property of the Company and of the tolls, rents, revenues, issues, earnings,
income and profits thereof, pending such proceedings, with such powers as the
court making such appointment shall confer.

   (S) 5.07. The holders of a majority in principal amount of the Securities of
all series affected (treated as a single class) at the time outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee hereunder, or of exercising any trust or power hereby
conferred upon the Trustee.

   Prior to the declaration of the maturity of the Securities of any series as
provided in (S) 5.02, the holders of a majority in principal amount of the
Securities of such series at the time outstanding may, on behalf of the holders
of all Securities of such series, waive any past default hereunder (or, in the
case of a default specified in subdivision (e), (f), (g), (h) or (i) of
(S) 5.01, or in the case of a default specified in subdivision (d) of (S) 5.01
which
<PAGE>
 
                                      38

is applicable to all series of outstanding Securities, the holders of Securities
of a majority in principal amount of all the Securities then outstanding (or, in
the case of a default specified in subdivision (d) of (S) 5.01 which is
applicable to some but not all series of outstanding Securities, the holders of
a majority in principal amount of all the Securities then outstanding of the
affected series) (in each case treated as a single class) may waive such 
default), except a default in the payment of the principal of Securities of any
series at the date of maturity stated therein; provided, however, that such
holders may not without the consent of the holder of each Security of any series
affected (1) waive a default in the payment of interest on the Securities of
such series unless all arrears of interest, with interest, so far as permitted
by law, on overdue installments of interest at the rate provided for such series
of the Securities or the Yield to Maturity (in the case of Original Issue
Discount Securities) shall have been paid by the Company or shall have been
provided for by the deposit with the Trustee in trust of a sum of money or U.S.
Government Obligations sufficient to pay the same, or (2) waive a default in
the payment of the redemption price of any of the Securities of such series that
shall theretofore have been called for redemption, unless such redemption price,
with interest thereon at the same rate as the rate of interest or the Yield to
Maturity (in the case of Original Issue Discount Securities) applicable to such
series, shall have been paid by the Company or shall have been provided for by
the deposit with the Trustee in trust of a sum of money or U.S. Government
Obligations sufficient to pay the same, or (3) waive a default in any
installment of the sinking fund on the Securities of such series unless such
default shall have been cured by the retirement, through redemption or
otherwise, of a principal amount of Securities of such series equal to the
amount of any such sinking fund installment so in default. In case of any such
waiver, the Company, the Trustee and the holders of such Securities shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

   (S) 5.08. No holder of any Security shall have any right to institute any
action, suit or proceeding at law or in equity for the execution of any trust
hereunder or for the appointment of a receiver or for any other remedy hereunder
unless (1) such holder previously shall have given to the Trustee written
notice of the happening of one or more of the defaults herein specified, (2)
the holders of a majority in principal amount of the Securities
<PAGE>
 
                                      39

then outstanding (or if the matter complained of does not relate to all series
of Securities, then the holders of a majority in principal amount of the
Securities then outstanding of the series to which the matter complained of
shall relate, treated as a single class) shall have requested the Trustee in
writing to take action in respect of the matter complained of, and shall have
afforded to it a reasonable opportunity either to proceed to exercise the powers
herein granted or to institute such action, suit or proceeding in its own name,
(3) there shall have been offered to the Trustee security and indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred
therein or thereby, and (4) the Trustee, for 30 days after receipt of such
notification, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; and such notification, request
and offer of indemnity are hereby declared in every such case to be conditions
precedent to any such action, suit or proceeding by any holder of any
Securities; it being understood and intended that no one or more of the holders
of Securities shall have any right in any manner whatsoever by his or their
action to enforce any right hereunder, except in the manner herein provided, and
that every action, suit or proceeding at law or in equity shall be instituted,
had and maintained in the manner herein provided and for the equal benefit of
all holders of outstanding Securities (subject to the provisions of (S) 5.04)
which shall be the subject of such action, suit or proceeding; provided,
however, that notwithstanding any other provision of this Indenture, the right
of any holder of any Security to receive payment of the principal of, premium,
if any, and interest on such Security, on or after the respective due dates
expressed therein, or to institute suit for the enforcement of such payment on
or after such dates, shall not be impaired or affected without the consent of 
such holder.

   All parties to this Indenture and the holders of the Securities agree that
the court may in its discretion require, in any action, suit or proceeding for
the enforcement of any right or remedy under this Indenture, or in any action,
suit or proceeding against the Trustee for any action taken or omitted by it as
Trustee, the filing by any party litigant in such action, suit or proceeding of
an undertaking to pay the costs of such action, suit or proceeding, and that
such court may in its discretion assess reasonable costs, including reasonable
attorney's fees, against any party litigant in such action, suit or proceeding,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided, however, that the
<PAGE>
 
                                      40

provisions of this paragraph shall not apply to any action, suit or proceeding
instituted by the Trustee, to any action, suit or proceeding instituted by any
one or more holders of Securities holding in the aggregate more than 10% in
principal amount of the Securities then outstanding (or if the matter
complained of does not relate to all series of Securities, then the holders of
10% in principal amount of the Securities then outstanding of the series to
which the matter complained of shall relate, treated as a single class), or to
any action, suit or proceeding instituted by any holder of Securities for the
enforcement of the payment of the principal of, or premium, if any, or interest
on, any of the Securities of that series, on or after the respective due dates
expressed in such Securities.

   (S) 5.09. No remedy herein conferred upon or reserved to the Trustee or to
the holders of Securities is intended to be exclusive of any other remedy or
remedies, and each and every remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. No delay or omission of the Trustee or of any holder of
the Securities to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such
default or an acquiescence therein; and every power and remedy given by this
Article 5 to the Trustee and to the holders of Securities, respectively, may be
exercised from time to time and as often as may be deemed expedient by the
Trustee or by the holders of Securities, as the case may be. In case the Trustee
or any holder of Securities shall have proceeded to enforce any right under this
Indenture and the proceedings for the enforcement thereof shall have been
discontinued or abandoned because of waiver or for any other reason or shall
have been determined adversely to the Trustee or to such holder of Securities,
then and in every such case the Company, the Trustee and the holders of the
Securities shall severally and respectively be restored to their former
positions and rights hereunder and thereafter all rights, remedies and powers of
the Trustee shall continue as though no such proceedings had been taken.

   (S) 5.10. The Company will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the terms of performance of this Indenture; and the
Company hereby expressly waives all benefit or advantage of any such law or
laws, and covenants that it will not hinder, delay or
<PAGE>
 
                                      41

impede the execution of any power herein granted and delegated to the Trustee,
but will suffer and permit the execution of every such power as though no such
law or laws had been made or enacted.

                                   ARTICLE 6.

            SECURITYHOLDERS' ACTS, HOLDINGS AND APPARENT AUTHORITY.

   Any demand, request, notice, direction, consent, waiver, appointment, removal
or other instrument required or permitted by this Indenture to be signed and
executed by holders of Securities may be in any number of concurrent writings of
similar tenor and may be signed or executed by such holders in person or by
agent appointed in writing, and, subject to the provisions of (S) 8.02, proof of
the execution thereof or of the writing appointing any such agent or of the
holding by any person of Securities shall be sufficient for any purpose of this
Indenture and shall be conclusive in favor of the Trustee or of the Company with
regard to any action by them, respectively, taken under such instrument, if such
proof be made in the following manner:

      (1) The fact and date of the execution by any person of any such
   instrument may be proved (a) by the certificate under his official seal of
   any notary public or other officer in any jurisdiction who, by the laws
   thereof, has power to take acknowledgments or proof of deeds to be recorded
   within such jurisdiction, that the person who signed such instrument did
   acknowledge before such notary public or other officer the execution thereof,
   or (b) by the affidavit of a witness of such execution. The appointment of an
   officer of a corporation, or a member of a partnership, executing any
   instrument on behalf of such corporation or partnership, need not be proved
   as aforesaid, but shall be presumed.

      (2) The fact of the holding of Securities shall be established by the
   register of such Securities.


                                    ARTICLE 7.

                   REPORTS BY THE COMPANY AND THE TRUSTEE AND
                            SECURITYHOLDERS' LISTS.

   (S) 7.01. (a) The Trustee shall transmit to the holders of Securities, as
hereinafter provided, on or before the August 1 next following the date on
<PAGE>
 
                                      42

which Securities are first issued hereunder, and on or before the first day of
August in each year thereafter, a brief report as of the last preceding first
day of June with respect to

      (1) its eligibility under (S) 8.06 and its qualifications under (S) 8.05
   to serve as Trustee hereunder, or in lieu thereof, if to the best of its
   knowledge it has continued to be eligible and qualified under said Sections,
   a written statement to that effect;

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

      (3) the amount, interest rate and maturity date of all other indebtedness
   owing to it in its individual capacity, on the date as of which such report
   is made, by the Company or any other obligor on the Securities, with a brief
   description of any property held as collateral security therefor, except an
   indebtedness based upon a creditor relationship arising in any manner
   described in paragraph (2), paragraph (3), paragraph (4) or paragraph (6) of
   subdivision (f) of (S) 8.08;

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

      (5) any action taken by it in the performance of its duties under this
   Indenture which it has not previously reported and which in its opinion
   materially affects the Securities, except action in respect of a default
   notice of which has been or is to be withheld by the Trustee in accordance
   with the provisions of (S) 8.03.

   (b) If (i) since the date of the last report transmitted pursuant to the
provisions of subdivision (a) of this (S) 7.01 (or, if no such report has yet
been transmitted, since the date of the execution of this Indenture), the
Trustee shall have made any advances for the reimbursement of which it
<PAGE>
 
                                      43

claims or may claim a lien or charge prior to that of the Securities on property
or funds held or collected by it as Trustee, (ii) the Trustee has not previously
reported such advances pursuant to this subdivision (b) and (iii) such advances
remaining unpaid shall at any time aggregate more than 10% of the principal
amount of the Securities then outstanding, the Trustee shall, within 90 days
after such time, transmit to the holders of Securities a brief report of the
character and amount of such advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof). The Trustee, if it so elects,
may transmit such a report with respect to advances remaining unpaid aggregating
10% or less of the principal amount of the Securities then outstanding.

   (c) Each report pursuant to the provisions of this (S) 7.01 shall be
transmitted by mail to all registered holders of Securities, as the names and
addresses of such holders appear upon the registration books of the Company.

   (d) The Trustee shall, at the time of the transmission to the holders of
Securities of any report pursuant to the provisions of this (S) 7.01, file a
copy of such report with each stock exchange upon which any of the Securities
are listed and also with the Securities and Exchange Commission. The Company
agrees to notify the Trustee when and as the Securities become listed on any
stock exchange.

   The Company will reimburse the Trustee for all expenses incurred in the
transmission of any report pursuant to the provisions of this (S) 7.01.

   (S) 7.02. (a) The Company will file with the Trustee, within 15 days after
the Company shall be required to file the same with the Securities and Exchange
Commission, copies of the annual reports and of the information, documents and
other reports which the Company may be required to file with the Securities and
Exchange Commission pursuant to the provisions of Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 (or copies of such portions of any of the
foregoing as the Securities and Exchange Commission may by rules and regulations
prescribe); or, if the Company is not required to file information, documents or
reports pursuant to the provisions of either of such Sections, then the Company
will file with the Trustee and the Securities and Exchange Commission, in
accordance with rules and regulations prescribed by the Securities and Exchange
Commission, such of the supplementary and periodic information, documents
<PAGE>
 
                                      44

and reports which may be required pursuant to the provisions of Section 13
of the Securities Exchange Act of 1934, in respect of a security listed and
registered on a national securities exchange, as may be prescribed in such rules
and regulations.

   (b) The Company will file with the Trustee and the Securities and Exchange
Commission, in accordance with rules and regulations prescribed by the
Securities and Exchange Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants provided for in this Indenture as may be required by such rules and
regulations.

   (c) The Company will transmit to the holders of Securities, within 30 days
after the filing thereof with the Trustee (unless some other time shall be
fixed by the Securities and Exchange Commission) and in the manner and to the
extent provided in subdivision (c) of (S) 7.01, such summaries of any
information, documents and reports required to be filed by the Company pursuant
to the provisions of subdivisions (a) and (b) of this (S) 7.02 as may be
required by rules and regulations prescribed by the Securities and Exchange
Commission.

   (S) 7.03. (a) The Company will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require containing all
information in the possession or control of the Company, or any of its paying
agents other than the Trustee, as to the names and addresses of the holders of
the Securities of each series obtained since the date as of which the next
previous list, if any, was furnished:

      (1) not more than 15 days after each record date for the payment of
   interest on such Securities as of such record date and on dates to be
   determined pursuant to (S) 2.02 for non-interest bearing securities in each
   year; and

      (2) at such other times as the Trustee may request in writing, within 30
   days after receipt by the Company of any such request as of a date not more
   than 15 days prior to the time such information is furnished or caused to be
   furnished, provided that such a list need not include information received
   after such date;

provided that if and so long as the Trustee shall be the Registrar for such
series, such list shall not be required to be furnished.
<PAGE>
 
                                      45

   (b) The Trustee will preserve, in as current form as is reasonably
practicable, all information as to the names and addresses of holders of
Securities so furnished to it as provided in subdivision (a) of this (S) 7.03
or received by it in the capacity of paying agent or Security registrar. The
Trustee may destroy any list furnished to it as provided in subdivision (a) of
this (S) 7.03 upon receipt of a new list so furnished.

   (c) Within five business days after the receipt by the Trustee of a written
application by any three or more holders of Securities stating that such holders
(hereinafter in this subdivision (c) called "such applicants") desire to
communicate with other holders of Securities with respect to their rights under
this Indenture or under the Securities and accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, and by
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, the Trustee will, at
its election, either

      (1) afford to such applicants access to all information furnished to, or
   received by, and preserved by, the Trustee pursuant to the provisions of this
   (S) 7.03; or

      (2) inform such applicants as to the approximate number of holders of
   Securities according to the most recent information so furnished to, or
   received by, and preserved by, the Trustee, and as to the approximate cost of
   mailing to such holders of Securities the form of proxy or other
   communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon written request of such applicants, mail to
all holders of Securities whose names and addresses are contained in the
information so furnished to, or received by, and preserved by, the Trustee
copies of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of such mailing, unless within five days after such tender,
the Trustee shall mail to such applicants, and file with the Securities and
Exchange Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the holders of
<PAGE>
 
                                      46

Securities or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Securities and Exchange
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of the
objections specified in the written statements so filed, or if, after entry of
an order sustaining one or more of such objections, the Securities and Exchange
Commission shall find, after notice and opportunity for hearing, that all
objections so sustained have been met, and shall enter an order so declaring,
the Trustee shall mail copies of such material to all such holders of Securities
with reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

    Each and every holder of the Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the holders of Securities in accordance with the
provisions of this subdivision (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 this subdivision
(c).

                                  ARTICLE 8.
    
                            CONCERNING THE TRUSTEE.

    (S) 8.01. The Trustee accepts the trusts created by this Indenture upon the
terms and conditions hereof, including the following, to all of which the
parties hereto and the holders from time to time of the Securities agree:

   (a) The Trustee shall be entitled to reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and such compensation, as well as the reasonable compensation of its
counsel, and all other reasonable expenses incurred by the Trustee hereunder in
good faith and without negligence, and all advances made by the Trustee in
accordance with any provision of this Indenture in good faith and without
negligence, the Company agrees to pay promptly on demand from time to time as
<PAGE>
 
                                      47

such services shall be rendered and as such expenses shall be incurred or
advances made. If any property other than cash shall at any time be subject to
the lien of this Indenture, the Trustee, if and to the extent authorized by a
receivership or bankruptcy court of competent jurisdiction or by the instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances thereon. In default of such payment by the Company,
the Trustee shall have a lien therefor on any moneys held by the Trustee
hereunder prior to any rights therein of the holders of the Securities. The
reasonable fees and expenses of the Trustee (including the reasonable charges
and expenses of its counsel) shall be preferred over the claims of the
Securityholders in any reorganization or other similar proceeding. The Company
also agrees to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on the part
of the Trustee, arising out of or in connection with the acceptance,
administration or satisfaction of this trust, as well as the costs and expenses
of defending against any claim of liability in the premises.

   (b) The Trustee may execute any of the trusts or powers hereof and perform
any duty hereunder either directly or by its agents and attorneys.

   (c) The Trustee shall not be responsible in any manner whatsoever for the
correctness of the recitals of fact herein or in the Securities (except its
certificate of authentication thereon), all of which are made by the Company
solely; and the Trustee shall not be responsible or accountable in any manner
whatsoever for or with respect to the validity or execution or sufficiency of
this Indenture, of any supplemental indenture, or of the Securities, and the
Trustee makes no representation with respect thereto. The Trustee shall not be
accountable for the use or application by the Company of any Securities, or the
proceeds of any Securities, authenticated and delivered by the Trustee in
conformity with the provisions of this Indenture.

   (d) The Trustee may consult with counsel and, to the extent permitted by (S)
8.02, the advice or opinion of such counsel as to matters of law shall be full
and complete authorization and protection in respect of any action taken or
suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.
<PAGE>
 
                                      48

      (e) The Trustee, to the extent permitted by (S) 8.02, may rely upon the
   certificate of the Secretary or one of the Assistant Secretaries of the
   Company, under its corporate seal, as to the adoption of any resolution by
   its Board of Directors or stockholders.

      (f) The Trustee, in its individual or any other capacity, may become the
   owner or pledgee of Securities and, subject to the provisions of (S)(S) 8.05
   and 8.08, otherwise deal with the Company, with the rights it would have had
   if it were not Trustee hereunder.

      (g) Any action taken by the Trustee pursuant to any provision hereof at
   the request or with the consent of any person who at the time of such request
   or consent is the holder of any Security shall be conclusive and binding in
   respect of such Security upon all future holders thereof, whether or not such
   Security shall have noted thereon the fact that such request or consent had
   been made or given.

      (h) The Trustee, to the extent permitted by (S) 8.02, shall be under no
   obligation to exercise any of the trusts or powers hereof at the request,
   order or direction of any of the Securityholders, pursuant to the provisions
   of this Indenture, unless such Securityholders shall have offered to the
   Trustee reasonable security or indemnity against the costs, expenses and
   liabilities which may be incurred therein or thereby.

      (i) The Trustee, to the extent permitted by (S) 8.02, may rely, and shall
   be protected in relying upon any resolution, certificate, opinion, report,
   statement, request, consent, security or other instrument or paper believed
   by it to be genuine and to have been signed or presented by the proper
   parties.

      (j) Whenever in the administration of the trusts of this Indenture the
   Trustee shall deem it necessary or desirable that a matter be proved or
   established prior to taking or suffering any action hereunder, such matter
   (unless other evidence in respect thereof be herein specifically prescribed)
   may, to the extent permitted by (S) 8.02, be deemed to be conclusively proved
   and established by a certificate signed in the name of the Company by its
   President or a Vice President and its Secretary or an Assistant Secretary or
   its Treasurer or an Assistant Treasurer.

   (S) 8.02. If a default specified in (S) 5.01 shall have happened, then, so
long as the same shall be subsisting, the Trustee shall exercise such of the
<PAGE>
 
                                      49

rights and powers vested in it by this Indenture, and shall use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs; and none of the
provisions of this Indenture shall be construed as relieving the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own wilful misconduct, except that, anything in this Indenture contained to the
contrary notwithstanding.

      (1) unless and until a default specified in (S) S.O 1 shall have happened
   which at the time is subsisting,

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

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

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

      (3) the Trustee shall not be liable to any holder of Securities or to any
   other person with respect to any action taken or omitted to be taken by it in
   good faith, in accordance with the direction of the holders of a majority in
   principal amount of the Securities at the time outstanding, relating to the
   time, method and place of conducting any proceeding for any remedy available
   to it or exercising any trust or power conferred upon it by this Indenture.

   Notwithstanding any provisions of this Indenture authorizing the Trustee
conclusively to rely upon any certificates or opinions. the Trustee
<PAGE>
 
                                      50

may, before taking or refraining from taking any action in reliance upon any
certificate furnished by the Company, require any further evidence or make any
further investigation as to the facts or matters stated therein which it may, in
good faith, deem reasonable in the circumstances, and in connection therewith
the Trustee may examine or cause to be examined the pertinent books, records and
premises of the Company; and the Trustee shall, in any case, require such
further evidence or make such further investigation as may be requested by the
holders of a majority in principal amount of the Securities then outstanding,
provided that, if payment to the Trustee of the costs, expenses and liabilities
likely to be incurred by it in making such investigation is not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee before making such investigation may require reasonable
indemnity against such costs, expenses or liabilities. Any further evidence
which may be requested by the Trustee pursuant to any of the provisions of this
(S) 8.02 shall be furnished by the Company at its own expense; and any costs,
expenses and liabilities incurred by the Trustee in connection with any further
investigation made by it pursuant to any of the provisions of this (S) 8.02
shall be paid by the Company, or, if paid by the Trustee, shall be repaid by the
Company upon demand, with interest at the rate of 6% per annum, and until such
repayment, shall be secured by a lien on any moneys held by the Trustee
hereunder prior to any rights therein of the holders of Securities.

   (S) 8.03. The Trustee shall, within 90 days after the happening thereof, give
to the holders of the Securities of any and all series with respect to which a
default has occurred notice of the happening of any default, known to it to be
then subsisting, unless such default shall have been cured before the giving of
such notice (the term "default" for the purposes of this (S) 8.03 being hereby
defined to be any of the events specified in (S) 5.01 not including any period
of grace therein provided for and irrespective of the giving of the written
notice specified in subdivision (d) of (S) 5.01); provided that, unless such
event be the failure to pay the principal of, or the premium, if any, or
interest on, any of the Securities when and as the same shall become payable, or
the failure to meet any Sinking Fund requirement the Trustee shall be protected
in withholding such notice, if and so long as the board of directors, the
executive committee or a trust committee of directors and/or responsible
officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the holders of the Securities
<PAGE>
 
                                      51

of such series. Such notice shall be given to the holders of the Securities of
such series in the manner and to the extent provided in subdivision (c) of (S)
7.01.

   (S) 8.04. The Trustee, or any successor to it hereafter appointed, may at any
time resign and be discharged of the trusts hereby created by giving to the
Company notice in writing of such resignation, and by mailing, postage prepaid,
a copy of such notice to the holders of the Securities at their addresses as the
same shall then appear on the register of the Company. Such resignation shall
take effect upon the appointment by the holders of the Securities or by the
Company as hereinafter provided of a successor trustee having the qualifications
prescribed in (S)(S) 8.05 and 8.06, and the acceptance of such appointment by
such successor trustee. Any trustee hereunder may be removed at any time by the
filing with such trustee and the delivery to the Company of an instrument in
writing signed by the holders of a majority in principal amount of the
Securities then outstanding, specifying such removal and the date when it shall
become effective.

   Upon its resignation or removal, any trustee shall be entitled to the payment
of reasonable compensation for the services rendered hereunder by such trustee
and to the payment of all reasonable expenses incurred hereunder and all moneys
then due to it hereunder.

   (S) 8.05. (a) If the Trustee has or shall acquire any conflicting interest,
as the term "conflicting interest" is defined in subdivision (d) of this (S)
8.05, the Trustee shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign, the
resignation to become effective upon the appointment of a successor trustee and
the acceptance by such successor trustee of such appointment. If the Trustee
shall resign, the Company shall take prompt steps to have a successor appointed
in the manner provided in (S) 8.06.

   (b) In the event that the Trustee shall fail to comply with the provisions
of subdivision (a) of this (S) 8.05, the Trustee shall within ten days after
the expiration of such 90-day period, transmit notice of its failure in that
regard to the holders of Securities in the manner and to the extent provided in
subdivision (c) of (S) 7.01.

   (c) Subject to the provisions of the last paragraph of (S) 5.08, any holder
of a Security who has been a bona fide holder of a Security for at least six
<PAGE>
 
                                      52

months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee, and the
appointment of a successor trustee, if the Trustee shall fail, after written
request therefor by such holder, to comply with the provisions of subdivision
(a) of this (S) 8.05.

  (d) For the purposes of this (S) 8.05, the Trustee shall be deemed to
have a conflicting interest, if

      (1) the Trustee is trustee under another indenture under which any other
   securities, or certificates of interest or participation in any other
   securities of the Company are outstanding, unless such other indenture is a
   collateral trust indenture under which the only collateral consists of
   Securities; provided, however, that there shall be excluded from the
   operation of this paragraph (1) this Indenture and any such other indenture
   or indentures under which other securities, or certificates of interest or
   participation in other securities, of the Company are outstanding, if (i)
   this Indenture and such other indenture or indentures are wholly unsecured,
   and such other indenture or indentures are hereafter qualified under the
   Trust Indenture Act of 1939, unless the Securities and Exchange Commission
   shall have found and declared by order pursuant to subsection (b) of Section
   305 or subsection (c) of Section 307 of the Trust Indenture Act of 1939 that
   differences exist between the provisions of this Indenture and the provisions
   of such other indenture which are so likely to involve a material conflict of
   interest as to make it necessary in the public interest or for the protection
   of investors to disqualify the Trustee from acting as trustee under one of
   said indentures, or (ii) the Company shall have sustained the burden of
   proving, on application to the Securities and Exchange Commission and after
   opportunity for hearing thereon, that trusteeship under this Indenture and
   such other indenture is not so likely to involve a material conflict of
   interest as to make it necessary in the public interest or for the protection
   of investors to disqualify the Trustee from acting as trustee under one of
   said indentures;

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

      (3) the Trustee directly or indirectly controls, or is directly or
   indirectly controlled by, or is under direct or indirect common control with,
   the Company or an underwriter for the Company;
<PAGE>
 
                                      53

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

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

   (6) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default as the term "default" is defined in clause
(B) of the second paragraph following paragraph (9) of this subdivision (d), 
(A) 5% or more of the voting securities, or 10% or more of any other class
of security, of the Company, not including Securities and not including
securities issued under any other indenture under which the Trustee is also
trustee, or (B) 10% or more of any class of security of an underwriter for the
Company;

   (7) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default as the term "default" is defined in clause
(B) of the second paragraph following paragraph (9) of this subdivision (d),
5% or more of the voting securities of any
<PAGE>
 
                                      54

person who, to the knowledge of the Trustee, owns 10% or more of the voting
securities of, or controls directly or indirectly, or is under direct or
indirect common control with, the Company;

   (8) the Trustee is the beneficial owner of, or holds as collateral security
for an obligation which is in default as the term "default" is defined in clause
(B) of the second paragraph following paragraph (9) of this subdivision (d),
10% or more of any class of security of any person who, to the knowledge of the
Trustee, owns 50% or more of the voting securities of the Company; or

   (9) the Trustee owns, on May 15 in any year, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or
conservator, or in any other similar capacity, an aggregate of 25% or more of
the voting securities, or of any class of security, of any person, the
beneficial ownership of a specified percentage of which would have constituted a
conflicting interest under paragraph (6), paragraph (7) or paragraph (8) of
this subdivision (d). As to any of such securities of which the Trustee acquired
ownership through becoming executor, administrator or testamentary trustee of an
estate which included them, the provisions of the preceding sentence shall not
apply, for a period of two years from the date of such acquisition, to the
extent that such securities included in such estate do not exceed 25% of such
voting securities or 25% of any such class of security. Promptly after May 15,
in each year, the Trustee shall make a check of its holding of such securities
in any of the above-mentioned capacities as of such May 15. If the Company shall
fail to make payment in full of principal of or interest on any of the
Securities, when and as the same becomes due and payable, and such failure shall
continue for 30 days thereafter, the Trustee shall make a prompt check of its
holdings of such securities in any of the above-mentioned capacities as of the
date of the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph (9), all such
securities so held by the Trustee, with sole or joint control over such
securities vested in it, shall, but only so long as such failures shall
continue, be considered as though beneficially owned by the Trustee, for the
purposes of paragraphs (6), (7) and (8) of this subdivision (d).
<PAGE>
 
                                       55

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

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

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

   For the purposes of this subdivision (d) the term "voting security" shall
mean any security presently entitling the owner or holder thereof to vote in the
direction or management of the affairs of a person, or any security issued under
or pursuant to any trust, agreement or arrangement whereby a trustee
<PAGE>
 
                                      56

or trustees or agent or agents for the owner or holder of such security are
presently entitled to vote in the direction or management of the affairs of a
person.

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

      (A) A specified percentage of the voting securities of a person means such
   amount of the outstanding voting securities of such person as entitles the
   holder or holders thereof to cast such specified percentage of the aggregate
   votes which the holders of all the outstanding voting securities of such
   person are entitled to cast in the direction or management of the affairs of
   such person.

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

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

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

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

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

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

         (iv) securities held in escrow, if placed in escrow by the issuer
      thereof;
                                      
<PAGE>
 
                                       57

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

      (E) A security shall be deemed to be of the same class as another
   security, if both securities confer upon the holder or holders thereof
   substantially the same rights and privileges; provided, however, (1) that,
   in the case of secured evidences of indebtedness all of which are issued
   under a single indenture, differences in the interest rates or maturity dates
   of various series thereof shall not be deemed sufficient to constitute such
   series different classes, and (2) that, in the case of unsecured evidences
   of indebtedness, differences in the interest rates or maturity dates thereof
   shall not be deemed sufficient to constitute them securities of different
   classes, whether or not they are issued under a single indenture.

   The term "the Company", whenever used in this subdivision (d), shall
include every other person which, at the time in question, is an obligor on the
Securities.

   (S) 8.06. In case at any time the Trustee shall resign, or shall be removed
(unless the Trustee shall be removed as provided in subdivision (c) of (S) 8.05,
in which event the vacancy shall be filled as provided in said subdivision), or
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or if a receiver of the Trustee or of its property shall be appointed, or if 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, a
successor trustee may be appointed by the holders of a majority in principal
amount of the Securities then outstanding, by an instrument or concurrent
instruments in writing signed in duplicate by such holders and filed, one
original thereof with the Company and the other with the successor trustee; but,
until a successor trustee shall have been so appointed by the holders of
Securities as herein authorized, the Company by a resolution of its Board of
Directors or, in case all or substantially all of the assets of the Company
shall be in the possession of a custodian or one or more receivers lawfully
appointed, or of trustees in bankruptcy or reorganization proceedings (including
a trustee or trustees appointed under the provisions of the Bankruptcy Act), or
of assignees for the benefit of creditors, such custodian, receivers, trustees
or assignees, as the case may be,
<PAGE>
 
                                       58

by an instrument in writing shall appoint a successor trustee. Upon the
appointment and acceptance as aforesaid of a successor trustee the Trustee shall
cease to be trustee hereunder. After any such appointment other than by the
holders of Securities, the person making such appointment shall forthwith cause
notice thereof to be mailed, postage prepaid, to the holders of Securities at
their addresses as the same shall then appear on the register of the Company;
but any successor trustee so appointed shall, immediately and without further
act, be superseded by a successor trustee appointed by the holders of Securities
in the manner above prescribed, if such appointment be made prior to the
expiration of one year from the date of mailing of such notice by the Company,
or by such custodian, receivers, trustees or assignees.

   If any trustee shall resign because of a conflict of interest as provided in
subdivision (a) of (S) 8.05 and a successor trustee shall not have been
appointed by the Company or by the holders of Securities, or, if any successor
trustee so appointed shall not have accepted its appointment within 30 days
after such appointment shall have been made, the resigning trustee may apply to
any court of competent jurisdiction for the appointment of a successor trustee.
If in any other proper case a successor trustee shall not be appointed pursuant
to the foregoing provisions of this (S) 8.06 within three months after such
appointment might have been made hereunder, the holder of any Security or any
retiring trustee may apply to any court of competent jurisdiction to appoint a
successor trustee. Such court may thereupon, in any such case, after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
trustee.

   The Company covenants that whenever necessary to avoid or fill a vacancy in
the office of trustee, the Company will, in the manner provided in this (S)
8.06, appoint a successor trustee and that there shall at all times be a trustee
under this Indenture, which shall at all times be a corporation organized and
doing business under the laws of the United States of America or of the State of
New York, in good standing and having its principal offices in the Borough of
Manhattan, in The City of New York, which is authorized under such laws to
exercise corporate trust powers and is subject to supervision or examination by
Federal or State authority and which has a combined capital and surplus of not
less than $5,000,000. For the purposes of this (S) 8.06 the combined capital and
surplus of any such trustee shall be deemed to be the combined capital and
surplus as set forth
<PAGE>
 
                                       59

in the most recent report of its condition published by such trustee, provided
that such reports are published at least annually, pursuant to law or to the
requirements of a Federal or State supervising or examining authority. If the
Trustee or any successor shall at any time cease to have the qualifications
prescribed in this paragraph, it shall promptly resign as trustee hereunder.

   Any successor trustee appointed hereunder shall execute, acknowledge and
deliver to its predecessor trustee and to the Company, or to the receivers,
trustees, assignees or court appointing it, as the case may be, an instrument
accepting such appointment hereunder, and thereupon such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of such
predecessor trustee with like effect as if originally named as trustee
hereunder, and such predecessor trustee shall thereupon become obligated to pay
over and such successor trustee shall be entitled to receive, all moneys on
deposit, or other obligations described in (S) 9.02(b), with or held by such
predecessor trustee as trustee hereunder. Nevertheless, on the written request
of the Company or of the successor trustee or of the holders of 10% in principal
amount of the Securities then outstanding, such predecessor trustee, upon
payment of its charges and disbursements then unpaid, shall execute and deliver
an instrument transferring to such successor trustee upon the trusts herein
expressed all the rights, powers and trusts of such predecessor trustee, and
shall assign, transfer and deliver to the successor trustee all moneys and
properties held by such predecessor trustee; and upon request of any such
successor trustee, the Company shall make, execute, acknowledge and deliver any
and all instruments in writing for more fully and effectively vesting in and
conforming to such successor trustee all such rights, powers, trusts,
immunities, duties and obligations.

   (S) 8.07. Any corporation into which the Trustee or any successor to it in
the trusts created by this Indenture may be merged, or any corporation with
which it or any successor to it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Trustee or any such
successor to it shall be a party, or any corporation to which the Trustee or any
successor to it shall sell or otherwise transfer all or substantially all the
assets and business of the Trustee, shall be the successor trustee under this
Indenture without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that such corporation shall have the
<PAGE>
 
                                       60

qualifications prescribed in (S)(S) 8.05 and 8.06. In case at the time such
successor to the Trustee shall succeed to the trusts created by this Indenture
any of the Securities shall have been authenticated but not delivered, any such
successor to the Trustee may adopt the certificate of authentication of the
original Trustee or of any successor to it as trustee hereunder, and deliver
such Securities so authenticated; and in case at any time any of the Securities
shall not have been authenticated, any successor to the Trustee by merger or
consolidation may authenticate such Securities either in the name of its
predecessor hereunder or in the name of the successor trustee; and in all such
cases such certificate shall have the full force which it is anywhere in the
Securities or in this Indenture provided that the certificate of the Trustee
shall have.

   (S) 8.08. (a) If the Trustee in its individual capacity shall be, or shall
become, a creditor, directly or indirectly, secured or unsecured, of the Company
(other than in a relationship specified in subdivision (f) of this (S) 8.08),
within four months prior to a default, as the term "default" is defined in
subdivision (e) of this (S) 8.08, or subsequent to such a default, then, unless
and until such default shall be made good, the Trustee shall set apart and hold
in a special account for the benefit of the Trustee individually, the holders of
Securities and the holders of any other indenture securities, as the term "other
indenture securities" is defined in said subdivision (e).

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

   (2) all property received by the Trustee in respect of any claim as such
creditor, either as security therefor, or in satisfaction or composition thereof
or otherwise, after the beginning of such four months' period, or an amount
equal to the proceeds of any such property, if disposed of, subject, however, to
the rights, if any, of the Company and its other creditors in such property or
such proceeds.
<PAGE>
 
                                      61

   (b) Nothing contained in this (S) 8.08 shall affect the right of the
Trustee:

      (1) to retain for its own account (i) payments made on account of any such
   claim by any person (other than the Company) who is liable thereon, and (ii)
   the proceeds of the bona fide sale of any such claim by the Trustee to a
   third person, and (iii) distributions made in cash, securities or other
   property in respect of claims filed against the Company in bankruptcy or
   receivership or in proceedings for reorganization pursuant to the Bankruptcy
   Act or applicable State law;

      (2) to realize, for its own account, upon any property held by it as
   security for any such claim, if such property was so held prior to the
   beginning of such four months' period;

      (3) to realize, for its own account, but only to the extent of the claim
   hereinafter mentioned, upon any property held by it as security for any such
   claim, if such claim was created after the beginning of such four months'
   period and such property was received as security therefor simultaneously
   with the creation thereof, and if the Trustee shall sustain the burden of
   proving that at the time such property was so received the Trustee had no
   reasonable cause to believe that a default, as defined in subdivision (e) of
   this (S) 8.08, would happen within four months; or

      (4) to receive payment on any claim referred to in paragraph (2) or
   paragraph (3) of this subdivision (b) against the release of any property
   held as security for such claim as provided in said paragraph (2) or said
   paragraph (3), as the case may be, to the extent of the fair value of such
   property.

For the purposes of paragraphs (2), (3) and (4) of this subdivision (b),
property substituted after the beginning of such four months' period for
property held as security at the time of such substitution shall, to the extent
of the fair value of the property released, have the same status as the property
released, and, to the extent that any claim referred to in any of such
paragraphs is created in renewal of, or in substitution for, or for the purpose
of repaying or refunding, any pre-existing claim of the Trustee as such
creditor, such claim shall have the same status as such pre-existing claim.

   (c) If the Trustee shall be required to account, the funds and property held
in a special account pursuant to the provisions of this (S) 8.08 and the
<PAGE>
 
                                       62

proceeds thereof shall be apportioned among the Trustee, the holders of
Securities and the holders of other indenture securities in such manner that the
Trustee, the holders of Securities and the holders of other indenture securities
realize, as a result of payments from such special account and payments of
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Bankruptcy Act, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to the
respective claims of the Trustee, the holders of Securities and the holders of
other indenture securities dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Bankruptcy Act, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in such special
account. As used in this subdivision (c) with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Bankruptcy Act, whether such distribution is made in cash, securities, or other
property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership, or proceeding for reorganization shall be pending shall have
jurisdiction (i) to apportion among the Trustee, the holders of Securities and
the holders of other indenture securities, in accordance with the provisions of
this subdivision (c), the funds and property held in such special account and
the proceeds thereof, or (ii) in lieu of such apportionment thereof, in whole or
in part, to give to the provisions of this subdivision (c) due consideration in
determining the fairness of the distributions to be made to the Trustee, the
holders of Securities and the holders of other indenture securities with respect
to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this subdivision (c) as
a mathematical formula.
<PAGE>
 
                                       63

   (d) In case the Trustee shall have resigned or been removed after the
beginning of such four months' period, the Trustee shall be subject to the
provisions of this (S) 8.08 as though such resignation or removal had not
occurred. If the Trustee shall have resigned or been removed prior to the
beginning of such four months' period, it shall be subject to the provisions of
this (S) 8.08 if and only if the receipt of property or reduction of claim which
would have given rise to the obligation to account, if the Trustee had continued
as such trustee hereunder, had occurred after the beginning of such four months'
period and within four months after such resignation or removal.

   (e) As used in this (S) 8.08, the term "default" means any failure to make
payment in full of principal of or interest on the Securities or any other
indenture securities, when and as such principal or interest becomes due and
payable; and the term "other indenture securities" means securities upon which
the Company is an obligor (as the term "obligor" is defined in the Trust
Indenture Act of 1939) outstanding under any other indenture under which the
Trustee is also trustee and which contains provisions substantially similar to
the provisions of this (S) 8.08 and under which a default exists at the time of
the apportionment of the funds and property held in said special account.

   (f) None of the foregoing provisions of this (S) 8.08 shall be applicable in
respect of a creditor relationship arising from:

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

      (2) if any property other than cash shall at any time be subject to the
   lien of this Indenture, advances authorized by a receivership or bankruptcy
   court of competent jurisdiction or by the instrument subjecting such property
   to such lien, made for the purpose of preserving such property or of
   discharging tax liens or other prior liens or encumbrances thereon, if notice
   of such advance and of the circumstances surrounding the making thereof is
   given to the Securityholders as provided in subdivisions (a), (b) and (c) of
   (S) 7.01 with respect to advances by the Trustee as such;

      (3) disbursements made in the ordinary course of business in the capacity
   of trustee under an indenture, transfer agent, registrar, custodian, paying
   agent, fiscal agent or depositary, or other similar capacity;
<PAGE>
 
                                       64

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

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

      (6) the acquisition, ownership, acceptance or negotiation of any drafts,
   bills of exchange, acceptances or obligations which fall within the
   classification of self-liquidating paper, as the term "self-liquidating
   paper" is defined in this subdivision (f).

   The term "security" or "securities" as used in this subdivision (f) shall
have the same meaning as the definition, singular and plural, respectively, of
the term "security" as that term is defined in the Securities Act of 1933, as
amended prior to the date of this Indenture.

   The term "cash transaction" as used in paragraph (4) of this subdivision (f)
means any transaction in which full payment for goods or securities sold is made
within seven days after the delivery of the goods or securities in currency or
in checks or other orders drawn upon banks or bankers and payable upon demand.

   The term "self-liquidating paper" as used in paragraph (6) of this
subdivision (f) means any draft, bill of exchange, acceptance or obligation
which is made, drawn, negotiated or incurred by the Company for the purpose of
financing the purchase, processing, manufacture, shipment, storage or sale of
goods, wares or merchandise and which is secured by documents evidencing title
to, possession of or a lien upon the goods, wares or merchandise or the
receivables or proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided that the security is received by
the Trustee simultaneously with the creation of the creditor relationship with
the Company arising from the making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or obligation.

   The term "the Company", whenever used in this (S) 8.08, shall include every
other person which, at the time in question, is an obligor on the Securities.
<PAGE>
 
                                      65

                                   ARTICLE 9.

                                  DEFEASANCE.

   (S) 9.01. If and when the principal of, and the interest on, all the
Securities outstanding hereunder and all other sums due hereunder shall have
been well and truly paid at the times and in the manner therein and herein
expressed, or provision for payment shall have been made therefor pursuant to
(S) 9.02, this Indenture shall cease and determine, and, at the written request
of the Company, accompanied by the officers' certificate and opinion of counsel
required by (S) 13.03, and upon payment of the costs, charges and expenses
incurred or to be incurred by the Trustee in relation thereto or in carrying out
the provisions of this indenture, the Trustee shall cancel and satisfy this
Indenture.

   (S) 9.02. The Company shall be released from its obligations under the
Securities of any series:

      (a) if, at or prior to the maturity of the Securities of such series, the
   Company shall deposit with the Trustee, in trust for the pro rata benefit of
   the holders thereof, either:

         (i) funds sufficient to pay or provide for payment of all sums, for
      principal and interest and premium, if any, due or to become due on such
      Securities at the time outstanding, and shall pay all costs, charges and
      expenses incurred or to be incurred by the Trustee in relation thereto or
      in carrying out the provisions of this Indenture, or

         (ii) such amount of U.S. Government Obligations as will together with
      the income to accrue thereon without consideration of any reinvestment
      thereof, be sufficient to pay all sums, for principal and interest and
      premium, if any, due or to become due on such Securities at the time
      outstanding, and shall pay all costs, charges and expenses incurred or to
      be incurred by the Trustee in relation thereto or in carrying out the
      provisions of this Indenture, provided that the Trustee shall have been
      irrevocably instructed to apply such money or the proceeds of such U.S.
      Government Obligations to the payment of said principal and interest and
      premium, if any, with respect to such Securities;
<PAGE>
 
                                       66
      
      (b) if any of the Securities of such series are to be redeemed prior to
   maturity, the Company shall have delivered to the Trustee (1) an officers'
   certificate to the effect that notice of redemption of all outstanding
   Securities of such series on a specified redemption date has been given as
   herein provided, unless the Trustee has given such notice on behalf of the
   Company; or (2) an officers' certificate to the effect that arrangements have
   been made insuring to the satisfaction of the Trustee that such notice will
   be so given, unless the Trustee has given such notice on behalf of the
   Company; or (3) a written instrument executed by the Company under its
   corporate seal, and expressed to be irrevocable, authorizing the Trustee to
   give such notice for and on behalf of the Company;

      (c) unless otherwise provided for any series of Securities pursuant to (S)
   2.02, if the Company shall have delivered to the Trustee either (A) a ruling
   received from the Internal Revenue Service to the effect that the holders of
   the Securities of such series will not recognize income, gain or loss for
   Federal income tax purposes as a result of the Company's exercise of its
   option under this (S) 9.02 and will be subject to Federal income tax on the
   same amount and in the same manner and at the same time or times as would
   have been the case if such option had not been exercised or (B) an opinion
   of counsel to the same effect as the ruling described in clause (A) with no
   material qualifications; and

      (d) the Company shall have delivered to the Trustee an officers'
   certificate and an opinion of counsel, each stating that all conditions
   precedent provided for relating to the defeasance under this (S) 9.02 have
   been satisfied.

   Such release or defeasance pursuant to this (S) 9.02 means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Securities of such series and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned, except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Securities of
such series to receive, solely from the trust fund described in this (S) 9.02,
payments in respect of the principal of and interest on such Securities when
such payments are due, (B) the Company's obligations with respect to such
Securities under (S)(S) 2.06, 2.07, 2.09, 2.10, 2.11, 2.12, 4.02, 7.03, 8.01 and
8.06 hereof and (C) this Article Nine. Subject to compliance with this Article
Nine, the Issuer may exercise its
<PAGE>
 
                                       67

option under this (S) 9.02 notwithstanding the prior exercise of its option
under (S) 9.03 with respect to the Securities of such series.

   (S) 9.03 The Company shall be released from its obligations under (S) 4.04
with respect to the Securities of any series:

      (a) if, at or prior to the maturity of the Securities of such series, the
   Company shall deposit with the Trustee, in trust for the pro rata benefit of
   the holders thereof, either:

         (i) funds sufficient to pay or provide for payment of all sums, for
      principal and interest and premium, if any, due or to become due on such
      Securities at the time outstanding, and shall pay all costs, charges and
      expenses incurred or to be incurred by the Trustee in relation thereto or
      in carrying out the provisions of this Indenture, or

         (ii) such amount of U.S. Government Obligations as will together with
      the income to accrue thereon without consideration of any reinvestment
      thereof, be sufficient to pay all sums, for principal and interest and
      premium, if any, due or to become due on such Securities at the time
      outstanding, and shall pay all costs, charges and expenses incurred or to
      be incurred by the Trustee in relation thereto or in carrying out the
      provisions of this Indenture, provided that the Trustee shall have been
      irrevocably instructed to apply such money or the proceeds of such U.S.
      Government Obligations to the payment of said principal and interest with
      respect to such Securities; and

         (b) if any of the Securities of such series are to be redeemed prior to
      maturity, the Company shall have delivered to the Trustee (1) an officers'
      certificate to the effect that notice of redemption of all outstanding
      Securities of such series on a specified redemption date has been given as
      herein provided, unless the Trustee has given such notice on behalf of the
      Company; or (2) an officers' certificate to the effect that arrangements
      have been made insuring to the satisfaction of the Trustee that such
      notice will be so given, unless the Trustee has given such notice on
      behalf of the Company; or (3) a written instrument executed by the Company
      under its corporate seal, and expressed to be irrevocable, authorizing
      the Trustee to give such notice for and on behalf of the Company; and

         (c) the Company shall have delivered to the Trustee an officers'
      certificate and an opinion of counsel, each stating that all conditions
<PAGE>
 
                                       68

      precedent provided for relating to the covenant defeasance under this
      (S) 9.03 have been satisfied.

For this purpose, such release or covenant defeasance means that, with respect
to the Securities of such series, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
(S) 4.04 whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document and such omission to comply
shall not constitute a default under (S) 5.01 (d), but the remainder of this
Indenture and such Securities shall be unaffected thereby.

   (S) 9.04 After any irrevocable deposit pursuant to (S) 9.02 or (S) 9.03 and
satisfaction of all conditions set forth therein, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of the relevant series and, if applicable, under this Indenture,
except for any surviving obligations specified in (S) 9.02 or (S) 9.03.

   (S) 9.05 Subject to Section (S) 9.02 and (S) 9.03, the Trustee shall promptly
pay to the Company upon request any excess money held by them at any time. The
Trustee shall pay to the Company upon request any money held by them for the
payment of principal or interest that remains unclaimed for two years; provided,
however, that the Trustee before being required to make any payment may at the
expense of the Company cause to be published once in a newspaper of general
circulation in The City of New York or mail to each holder entitled to such
money notice that such money remains unclaimed and that, after a date specified
therein which shall be at least 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company. After payment to the Company, Securityholders of the relevant
series entitled to money must look solely to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.

   (S) 9.06 If the Trustee is unable to apply any money or U.S. Government
Obligations in accordance with (S) 9.02 or (S) 9.03 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the rele-
<PAGE>
 
                                       69

vant series of Securities shall be revived and reinstated as though no deposit
had occurred pursuant to (S) 9.02 or (S) 9.03 until such time as the Trustee is
permitted to apply all such money or U.S. Government Obligations in accordance
with (S) 9.02 and (S) 9.03; provided, however, that if the Company has made any
payment of interest on or principal of any relevant series of Securities because
of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the holders of such series of Securities to receive such payment from
the money or U.S. Government Obligations held by the Trustee.

   (S) 9.07 The Trustee shall not be required to pay interest on any moneys or
U.S. Government Obligations deposited pursuant to the provisions of this
Indenture, except such as it shall agree with the Company to pay thereon.

   Any moneys or U.S. Government Obligations which at any time shall be
deposited by the Company or on its behalf with the Trustee, as paying agent or
otherwise under this Indenture, shall be and are hereby assigned, transferred
and set over to the Trustee in trust for the purpose for which such moneys or
obligations shall have been deposited; but such moneys or obligations need not
be segregated from other funds except to the extent required bY law.

                                  ARTICLE 10.

               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                 AND DIRECTORS.

   No recourse shall be had for the payment of the principal of, the premium, if
any, or the interest on, any Securities, or any part thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or agreement
of this Indenture, against any incorporator, or for any claim based thereon or
otherwise in respect thereof, or against any stockholder, officer or director,
as such, past, present or future, of the Company, or of any predecessor or
successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and all
the Securities are solely corporate obligations, and that no personal liability
whatsoever shall attach to, or be incurred
<PAGE>
 
                                       70

by, any such incorporator, stockholder, officer or director, past, present or
future, of the Company or of any predecessor or successor corporation, either
directly or indirectly through the Company or any such predecessor or successor
corporation, because of the indebtedness hereby authorized or under or by reason
of any of the obligations, covenants, promises or agreements contained in this
Indenture or in any of the Securities or to be implied herefrom or therefrom;
and that any such personal liability is hereby expressly waived and released as
a condition of, and as part of the consideration for, the execution of this
Indenture and the issue of the Securities; provided, however, that nothing
herein or in the Securities contained shall be taken to prevent recourse to and
the enforcement of the liability, if any, of any stockholder or subscriber to
capital stock upon or in respect of the shares of capital stock not fully paid
up.

                                  ARTICLE 11.

                         CONSOLIDATION, MERGER AND SALE.

   (S) 11.01. Nothing contained in this Indenture or in the Securities shall be
deemed to prevent the consolidation or merger of the Company with or into any
other corporation, or the merger into the Company of any other corporation, or
the sale, lease, transfer or other disposition by the Company of its property
and assets as, or substantially as, an entirety, or otherwise; provided however,
(1) that, in case of any such consolidation or merger, the corporation
resulting from such consolidation or any corporation other than the Company into
which such merger shall be made shall be a corporation organized under the laws
of the United States or a State thereof or the District of Columbia and shall
succeed to and be substituted for the Company with the same effect as if it had
been named herein as the party of the first part hereto and shall become liable
and be bound for, and shall expressly assume, by indenture in form satisfactory
to the Trustee executed and delivered to the Trustee, the due and punctual
payment of the principal of, and the premium, if any, and interest on, all the
Securities then outstanding and the performance and observance of each and every
covenant and condition of this Indenture on the part of the Company to be
performed or observed, (2) that, as a condition of any such sale, lease,
transfer or other disposition of the property and assets of the Company as, or
substantially as, an entirety, the corporation to which such property and
<PAGE>
 
                                       71

assets shall be sold, leased, transferred or otherwise disposed of shall (a)
expressly assume, as a part of the purchase price thereof, the due and punctual
payment of the principal of, and the premium, if any, and interest on, all the
Securities and the performance and observance of all the covenants and
conditions of this Indenture on the part of the Company to be performed or
observed, and (b) simultaneously with the delivery to it of the conveyances or
instruments of transfer of such property and assets, execute and deliver to the
Trustee a proper indenture in form satisfactory to the Trustee, whereby such
purchasing corporation shall so assume the due and punctual payment of the
principal of, and the premium, if any, and interest on, all the Securities then
outstanding and the performance and observance of each and every covenant and
condition of this Indenture on the part of the Company to be performed or
observed, to the same extent that the Company be bound and liable.

   (S) 11.02. The Company will not consolidate with any other corporation or
permit the Company to be merged into any other corporation, or sell its property
and assets as, or substantially as, an entirety except upon the terms and
conditions set forth in this Article 11. Upon any consolidation or merger, or
any sale, lease, transfer or other disposition of the property and assets of the
Company as, or substantially as, an entirety in accordance with the provisions
of this Article 11, the corporation formed by such consolidation or into which
the Company shall have been merged or to which such sale, lease, transfer or
other disposition shall have been made shall succeed to and be substituted for
the Company with the same effect as if it had been named herein as a party
hereto, and thereafter from time to time such corporation may exercise each and
every right and power of the Company under this Indenture, in the name of the
Company or in its own name; and any act or proceeding by and provision of this
Indenture required or permitted to be done by any board or officer of the
Company may be done with like force and effect by the like board or officer of
any corporation that shall at the time be the successor of the Company
hereunder.

                                  ARTICLE 12.

                            SUPPLEMENTAL INDENTURES.

   (S) 12.01. The Company and the Trustee may, from time to time and at any
time, enter into such indentures supplemental hereto as shall be deemed by them
necessary or desirable, for one or more of the following purposes:
<PAGE>
 
                                       72

   (a) To add to the covenants and agreements of the Company for the protection
or benefit of the holders of all or any series of Securities;

   (b) To add appropriate provisions in the event of the pledge, mortgage or
hypothecation, of property or assets as security for the Securities, as provided
in (S) 4.04;

   (c) To evidence the succession of another corporation to the Company, or to
any successor corporation, and the assumption by the successor corporation of
the covenants, agreements and obligations of the Company upon the Securities and
under this Indenture;

   (d) To establish the form and terms of any series of Securities as permitted
by (S) 2.02; and

   (e) For any other purpose not inconsistent with the terms of this Indenture,
or for the purpose of curing any ambiguity or of curing, correcting or
supplementing any defective or inconsistent provisions, contained herein or in
any supplemental indenture.

   The Trustee, to the extent permitted by (S) 8.02, shall be fully protected in
relying upon the request of the Company as proof of the necessity or
desirability of any supplemental indenture provided for in this (S) 12.01 and
upon an officers' certificate and an opinion of counsel that such supplemental
indenture complies with the provisions of this (S) 12.01.

   (S) 12.02. Subject to the terms and provisions contained in this Section, and
not otherwise, the Company and the Trustee may execute such indenture or
indentures supplemental hereto as shall be by the Company deemed necessary or
desirable for the purpose of modifying or amending in any particular not
provided for under (S) 12.01 any of the terms or provisions contained in this
Indenture or in any supplemental indenture or in any Security, with the consent
of holders of a majority in aggregate principal amount of the Securities at the
time outstanding of all series affected by such supplemental indenture (treated
as a single class); provided, that no such supplemental indenture shall (a)
extend the fixed maturity of any Security, or reduce the principal amount
thereof, or reduce the rate or method of computation of or extend the time of
payment of interest, if any, thereon, or reduce any amount payable on or change
the time for any redemption thereof or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity
<PAGE>
 
                                       73

thereof pursuant to (S) 5.02 or the amount thereof provable in bankruptcy
pursuant to (S) 5.03 or impair or affect the right of any Securityholder to
institute suit for the payment thereof or the right of repayment, if any, at the
option of the Securityholder or make the principal of any Security or any
interest thereon payable in any coin or currency other than that hereinabove
provided, without the consent of the holder of each Security so affected, or (b)
reduce the aforesaid percentage of Securities, the holders of which are required
to consent to any such supplemental indenture, without the consent of the
holders of all Securities outstanding affected by such supplemental indenture.

   If at any time the Company shall request the Trustee to enter into any
supplemental indenture pursuant to the provisions of this Section, accompanied
by a resolution authorizing the execution thereof, the Trustee shall, at the
expense of the Company, cause notice of the proposed execution of such
supplemental indenture to be mailed to all holders of Securities in the manner
and to the extent provided in subdivision (c) of (S) 7.01. Such notice shall
briefly set forth the nature of the proposed supplemental indenture, and shall
state that a copy thereof is on file at the principal office of the Trustee, for
inspection by all holders of Securities.

   (S) 12.03. Whenever the Company shall deliver to the Trustee an instrument or
instruments executed by the holders of at least a majority in aggregate
principal amount of the Securities then outstanding of all series affected by
such supplemental indenture (treated as a single class), which instruments shall
refer to the proposed supplemental indenture described in such notice and shall
specifically consent to and approve the execution thereof in substantially the
form of the copy thereof referred to in such notice as on file with the Trustee,
together with an officers' certificate and an opinion of counsel, thereupon, but
not otherwise, the Trustee shall execute, subject to (S) 8.02, such supplemental
indenture in substantially such form, without liability or responsibility to any
holder of any Security, whether or not such holder shall have consented thereto,
and no holder of any Security shall have any right or interest to object to the
execution of such supplemental indenture or to object to any of the terms or
provisions therein contained, or the operation thereof, or in any manner to
question the propriety of the execution thereof, or to enjoin or restrain the
Trustee or the Company from executing the same or from taking any action
pursuant to the provisions thereof.
<PAGE>
 
                                       74

   Any consent given by the holder of any Security under this Article 12 shall
be irrevocable for a period of six months after the date of execution thereof,
but may be revoked at any time thereafter by such holder or by his successor in
title by filing written notice of such revocation with the Trustee at its
principal office; provided, however, that such consent shall not be revocable
after the holders of a majority in aggregate principal amount of the Securities
then outstanding of all series affected by such supplemental indenture (treated
as a single class) shall have consented to such supplemental indenture. No
notation on any Securities of the fact of such consent shall be necessary, but
any such written consent by the holder of any Security shall be conclusive and
binding on all future holders and owners of the same Security and of all
Securities delivered in exchange therefor, unless revoked in the manner and
during the period hereinabove in this (S) 12.03 provided.

   (S) 12.04. Any supplemental indenture executed in accordance with any of the
provisions of this Article 12 shall thereafter form a part of this Indenture;
and all the terms and conditions contained in any such supplemental indenture as
to any provisions authorized to be contained therein shall be and be deemed to
be part of the terms and conditions of this Indenture for any and all purposes,
and the respective rights, duties and obligations under this Indenture of the
Company, the Trustee and all holders of outstanding Securities shall thereafter
be determined, exercised and enforced hereunder subject, in all respects, to
such modifications and amendments; provided, however, that all modifications of
or additions to the terms of this Indenture shall conform to the provisions of
the Trust Indenture Act of 1939 as such Act shall be in effect at the time of
execution of such supplemental indenture and that no such supplemental indenture
shall modify the rights, duties and immunities of the Trustee without its
written consent.

                                  ARTICLE 13.

                           MISCELLANEOUS PROVISIONS.

   (S) 13.01. Nothing in this Indenture expressed or that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon
or to give to any person other than the parties hereto and the
<PAGE>
 
                                       75

holders of the Securities any right, remedy or claim under or by reason of this
Indenture or any covenant, condition or stipulation hereof; and all covenants,
stipulations, promises and agreements in this Indenture contained shall be for
the sole and exclusive benefit of the parties hereto and their successors and of
the holders of the Securities.

   (S) 13.02. All Securities paid or redeemed, or delivered to the Trustee for
any sinking fund or otherwise retired or surrendered in exchange for new
Securities pursuant to any of the provisions of this Indenture, shall be
canceled by the Trustee, and no Securities shall be issued under this Indenture
in lieu thereof except as expressly required or permitted by any of the
provisions of this Indenture. The Trustee may deliver to the Company all such
canceled Securities held by it or make such other disposition thereof as the
Company may request in writing.

   (S) 13.03. As evidence of compliance with the conditions precedent provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) which relate to the satisfaction and discharge of this
Indenture or to any other action to be taken by the Trustee at the request or
upon the application of the Company, the Company will furnish to the Trustee an
officers' certificate stating that such conditions precedent have been complied
with and an opinion of counsel stating that in his opinion such conditions
precedent have been complied with.

   Unless herein otherwise expressly provided and to the extent permitted by 
(S) 8.02, any order, notice, request, certificate or statement of the Company
required or permitted to be filed with the Trustee or to be made or given under
any provision hereof, shall be sufficient if it shall have been signed by the
President or one of the Vice-Presidents and by the Treasurer or one of the
Assistant Treasurers or the Secretary or one of the Assistant Secretaries of the
Company.

   Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include (1) a statement that the
person making such certificate or opinion has read such condition or covenant;
(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 such
person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not
<PAGE>
 
                                       76

such condition or covenant has been complied with; and (4) a statement as to
whether or not, in the opinion of such person, such condition or covenant has
been complied with.

   (S) 13.04. If any provision of this Indenture limits, qualifies or conflicts
with another provision included in this Indenture which is required to be
included in this Indenture by any of the provisions of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

   (S) 13.05. Except as otherwise specified herein, all accounting terms used
herein shall be interpreted, and all accounting determinations hereunder shall
be made, in accordance with generally accepted accounting principles as in
effect from time to time.

   (S) 13.06. Any notice or demand authorized by this Indenture to be served on
or given to the Company shall be sufficiently served or given for all purposes,
if it shall be sent by registered mail to the Company addressed to it at Post
Office Box 2511, Houston, Texas 77252-2511, or at such other address as may have
been furnished in writing to the Trustee by the Company.

   (S) 13.07. This Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

   (S) 13.08. THIS INDENTURE AND EACH AND EVERY PROVISION THEREOF AND OF THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
<PAGE>
 
                                       77

   IN WITNESS WHEREOF, said TENNECO INC. has caused this Indenture to be
executed in its corporate name by its President or one of its Vice Presidents,
and its corporate seal to be hereunto affixed and to be attested by its
Secretary or one of its Assistant Secretaries, and said THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION) has caused this Indenture to be executed in its corporate
name by one of its Vice Presidents and its corporate seal to be hereunto
affixed and to be attested by one of its Assistant Secretaries, all as of March
15, 1988.


                                       TENNECO INC.,

                 
                                       By    ROBERT T. BLAKELY
                                         ---------------------------          
                                             ROBERT T. BLAKELY       
                                          Senior Vice President an
                                           Chief Financial Officer 


Attest:


       KARL A. STEWART
----------------------------
         Secretary

[CORPORATE SEAL]


                                       THE CHASE MANHATTAN BANK          
                                       (NATIONAL ASSOCIATION)

            
                                       By      T. J. FITZSIMONS
                                         ---------------------------            
                                               T. J. FITZSIMONS   
                                                Vice President


Attest:


    JAMES J. SCHIMMEL
----------------------------
   Assistant Secretary

[CORPORATE SEAL]