<PAGE>   1
                                                                     Exhibit 4.1


-------------------------------------------------------------------------------
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                              LITTON INDUSTRIES, INC.

                              SENIOR DEBT SECURITIES

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



                                     INDENTURE

                            Dated as of April 13, 1998


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



                               The Bank of New York,
                                            AS TRUSTEE









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







<PAGE>   2



                              CROSS REFERENCE TABLE*
<TABLE>
<CAPTION>

TIA                                                                       INDENTURE
SECTION                                                                   SECTION
-------                                                                   ---------
<S>        <C>                                                           <C>   
310  (a)(1)...............................................................7.8; 7.10
     (a)(2)....................................................................7.10
     (a)(3)....................................................................N.A.
     (a)(4)....................................................................N.A.
     (a)(5)....................................................................7.10
     (b)..................................................................7.8; 7.10
     (c)........................................................................N.A
311  (a).......................................................................7.11
     (b).......................................................................7.11
     (c).......................................................................N.A.
312  (a)........................................................................2.7
     (b).......................................................................12.3
     (c).......................................................................12.3
313  (a)....................................................................... 7.6
     (b)........................................................................7.6
     (c)..................................................................7.6; 12.2
     (d)........................................................................7.6
314  (a)..................................................................4.2; 12.2
     (b).......................................................................N.A.
     (c)(1)....................................................................12.4
     (c)(2)....................................................................12.4
     (c)(3)....................................................................N.A.
     (d).....................................................................  N.A.
     (e)...................................................................... 12.5
     (f)......................................................................  4.3
315  (a)......................................................................  7.1
     (b)................................................................  7.5; 12.2
315  (c)........................................................................7.1
     (d)........................................................................7.1
     (e).......................................................................6.11
316  (a)(1)(A)..................................................................6.5
     (a)(1)(B)..................................................................6.4
     (a)(2)....................................................................N.A.
     (b)........................................................................6.7
     (c).......................................................................N.A.
</TABLE>
--------------

*       Note:  This Cross Reference Table shall not, for any purpose, be deemed
        to be part of the Indenture.




<PAGE>   3

<TABLE>
<CAPTION>
TIA                                                                       INDENTURE
SECTION                                                                    SECTION
-------                                                                   ---------
<S>     <C>                                                                    <C> 
317  (a)(1).....................................................................6.8
     (a)(2).....................................................................6.9
     (b)........................................................................2.6
318  (a).......................................................................12.1
</TABLE>


<PAGE>   4



                                TABLE OF CONTENTS*


                                     ARTICLE I

                    DEFINITIONS AND INCORPORATION BY REFERENCE

<TABLE>
<S>          <C>                                                                 <C>
SECTION 1.1  Definitions........................................................  1
SECTION 1.2  Other Definitions..................................................  6
SECTION 1.3  Incorporation by Reference of Trust Indenture Act..................  7
SECTION 1.4  Rules of Construction..............................................  7

                                    ARTICLE II

                                  THE SECURITIES

SECTION 2.1  Forms Generally....................................................  8
SECTION 2.2  Securities in Global Form..........................................  8
SECTION 2.3  Title, Terms and Denominations..................................... 10
SECTION 2.4  Execution, Authentication, Delivery and Dating..................... 13
SECTION 2.5  Registrar and Paying Agent......................................... 17
SECTION 2.6  Paying Agent to Hold Money and Securities in Trust................. 17
SECTION 2.7  Securityholder Lists............................................... 18
SECTION 2.8  Transfer and Exchange.............................................. 18
SECTION 2.9  Replacement Securities and Coupons................................. 22
SECTION 2.10  Outstanding Securities; Determinations of Holders' Action......... 23
SECTION 2.11  Temporary Securities.............................................. 24
SECTION 2.12  Cancellation...................................................... 26
SECTION 2.13  Payment of Interest; Interest Rights Preserved.................... 26
SECTION 2.14  Persons Deemed Owners............................................. 28
SECTION 2.15  Computation of Interest .......................................... 28

                                    ARTICLE III

                                    REDEMPTION

SECTION 3.1  Right to Redeem; Notices to Trustee................................ 28
SECTION 3.2  Selection of Securities to be Redeemed............................. 29
SECTION 3.3  Notice of Redemption............................................... 29
</TABLE>
-------------
*       Note:  This Table of Contents shall not, for any purpose, be deemed to 
        be part of the Indenture.



                                       i

<PAGE>   5

<TABLE>
<S>          <C>                                                                <C>
SECTION 3.4  Effect of Notice of Redemption..................................... 30
SECTION 3.5  Deposit of Redemption Price........................................ 31
SECTION 3.6  Securities Redeemed in Part........................................ 31

                                    ARTICLE IV

                                     COVENANTS

SECTION 4.1  Payment of Securities.............................................. 31
SECTION 4.2  SEC Reports........................................................ 32
SECTION 4.3  Compliance Certificate............................................. 32
SECTION 4.4  Further Instruments and Acts....................................... 32
SECTION 4.5  Maintenance of Office or Agency.................................... 32
SECTION 4.6  Additional Amounts................................................. 34

                                     ARTICLE V

                               SUCCESSOR CORPORATION

SECTION 5.1  When Company May Merge or Transfer Assets.......................... 35

                                    ARTICLE VI

                               DEFAULTS AND REMEDIES

SECTION 6.1  Events of Default.................................................. 36
SECTION 6.2  Acceleration....................................................... 37
SECTION 6.3  Other Remedies..................................................... 38
SECTION 6.4  Waiver of Past Defaults............................................ 38
SECTION 6.5  Control by Majority................................................ 38
SECTION 6.6  Limitation on Suits................................................ 39
SECTION 6.7  Rights of Holders to Receive Payment............................... 39
SECTION 6.8  Collection Suit by Trustee......................................... 39
SECTION 6.9  Trustee May File Proofs of Claim................................... 40
SECTION 6.10  Priorities........................................................ 40
SECTION 6.11  Undertaking for Costs............................................. 41
SECTION 6.12  Waiver of Stay, Extension or Usury Laws........................... 41
</TABLE>

                                       ii
<PAGE>   6

<TABLE>
<CAPTION>

                                                                               PAGE

                                    ARTICLE VII

                                      TRUSTEE

<S>          <C>                                                                <C>
SECTION 7.1  Duties of Trustee.................................................. 42
SECTION 7.2  Rights of Trustee.................................................. 43
SECTION 7.3  Individual Rights of Trustee, etc.................................. 44
SECTION 7.4  Trustee's Disclaimer............................................... 44
SECTION 7.5  Notice of Defaults................................................. 45
SECTION 7.6  Reports by Trustee to Holders...................................... 45
SECTION 7.7  Compensation and Indemnity......................................... 45
SECTION 7.8  Replacement of Trustee............................................. 46
SECTION 7.9  Successor Trustee by Merger........................................ 48
SECTION 7.10  Eligibility; Disqualification..................................... 48
SECTION 7.11  Preferential Collection of Claims Against Company................. 48

                                   ARTICLE VIII

                            SATISFACTION AND DISCHARGE

SECTION 8.1  Discharge of Liability on Securities............................... 48
SECTION 8.2  Repayment to the Company........................................... 49
SECTION 8.3  Option to Effect Defeasance or Covenant Defeasance..................49
SECTION 8.4  Defeasance and Discharge............................................49
SECTION 8.5  Covenant Defeasance.................................................50
SECTION 8.6  Conditions to Defeasance or Covenant Defeasance.....................50

                                    ARTICLE IX

                              SUPPLEMENTAL INDENTURES

SECTION 9.1  Supplemental Indentures without Consent of Holders................. 51
SECTION 9.2  Supplemental Indentures with Consent of Holders.................... 52
SECTION 9.3  Compliance with Trust Indenture Act................................ 53
SECTION 9.4  Revocation and Effect of Consents, Waivers and Actions............. 53
SECTION 9.5  Notation on or Exchange of Securities.............................. 54
SECTION 9.6  Trustee to Sign Supplemental Indentures............................ 54
SECTION 9.7  Effect of Supplemental Indentures.................................. 54
</TABLE>


                                      iii

<PAGE>   7

                                     ARTICLE X

                                   SINKING FUNDS
<TABLE>

<S>           <C>                                                               <C>
SECTION 10.1  Applicability of Article.......................................... 54
SECTION 10.2  Satisfaction of Sinking Fund Payments with Securities............. 55
SECTION 10.3  Redemption of Securities for Sinking Fund......................... 55

                                    ARTICLE XI

                         ACTIONS OF HOLDERS OF SECURITIES

SECTION 11.1  Purposes for which Meetings may be Called......................... 56
SECTION 11.2  Call, Notice and Place of Meetings................................ 56
SECTION 11.3  Persons Entitled to Vote at Meetings.............................. 56
SECTION 11.4  Quorum; Action.................................................... 57
SECTION 11.5  Determination of Voting Rights; Conduct and
              Adjournment of Meetings........................................... 57
SECTION 11.6  Counting Votes and Recording Action of Meetings................... 58
SECTION 11.7  Actions of Holders Generally...................................... 59

                                    ARTICLE XII

                                   MISCELLANEOUS

SECTION 12.1  Trust Indenture Act Controls...................................... 60
SECTION 12.2  Notices........................................................... 61
SECTION 12.3  Communication by Holders with Other Holders....................... 62
SECTION 12.4  Certificate and Opinion as to Conditions Precedent................ 62
SECTION 12.5  Statements Required in Certificate or Opinion..................... 63
SECTION 12.6  Separability Clause............................................... 63
SECTION 12.7  Rules by Trustee, Paying Agent and Registrar...................... 63
SECTION 12.8  Legal Holidays.................................................... 63
SECTION 12.9  Governing Law and Jurisdiction.................................... 64
SECTION 12.10  No Recourse Against Others....................................... 64
SECTION 12.11  Successors....................................................... 64
SECTION 12.12  Effect of Headings and Table of Contents......................... 64
SECTION 12.13  Benefits of Indenture............................................ 64
SECTION 12.14  Multiple Originals............................................... 66
</TABLE>

                                       iv
<PAGE>   8

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
                                     EXHIBIT A

<S>                                                                              <C>
CERTIFICATE..................................................................... 67
</TABLE>




                                       v
<PAGE>   9
        INDENTURE dated as of April 13, 1998, by and among Litton Industries,
Inc., a Delaware corporation ("Company"), and The Bank of New York, a New York
banking corporation, as trustee ("Trustee").

                              RECITALS OF THE COMPANY

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

        For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of the Holders from time to time of the Securities or
each series thereof as follows:

                                     ARTICLE I

                    DEFINITIONS AND INCORPORATION BY REFERENCE

       SECTION I.1  Definitions. 

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

        "Authorized Newspaper" means a newspaper, in the English language or, at
the option of the Company, in an official language of the country of
publication, customarily published on each Business Day (with respect to Bearer
Securities, set forth in the Officers' Certificate with respect to a series of
Bearer Securities), whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publica tions
may be made in the same or in different Authorized Newspapers meeting the
foregoing requirements and in each case on any Business Day.




<PAGE>   10
        "Bearer Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is payable to the
bearer.

        "Board of Directors" means the board of directors of the Company or any
committee of such board authorized with respect to any matter to exercise the
powers of the Board of Directors of the Company.

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

        "Business Day" means, except as otherwise specified as contemplated by
Section 2.3(a), with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or other location are authorized or
obligated by law or executive order to close.

        "Capital Stock" for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock issued by that corporation.

        "cash" means such coin or currency of the United States as at any time
of payment is legal tender for the payment of public and private debts.

        "Cedel S.A." means Centrale de Livraison de Valeurs Mobilieres SA.

        "Company" means the party named as the "Company" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor.

        "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, a Vice Chairman,
its Chief Executive Officer, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee or, with respect to Sections 2.4, 2.8, 2.11 and 7.2,
any other employee of the Company named in an Officers' Certificate delivered to
the Trustee.

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

        "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.



<PAGE>   11

        "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the person specified as
contemplated by Section 2.3(a) as the Depositary with respect to such series of
Securities, until a successor shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
such successor.

        "Discount Security" means any Security which provides for an amount less
than the Principal Amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.2.

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

        "Euro-clear" means the operator of the Euro-clear System.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Holder" or "Securityholder," when used with respect to any Security,
means, in the case of a Registered Security, a person in whose name a Security
is registered on the Registrar's books and, in the case of a Bearer Security,
the bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

        "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof and shall include the terms of a
particular series of Securities established as contemplated in Section 2.3(a).

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

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

        "Maturity," when used with respect to any Security, means the date on
which the Principal of such Security or an installment of Principal or, in the
case of a Discount Security, the Principal Amount payable upon a declaration of
acceleration pursuant to Section 6.2, becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

                                       3
<PAGE>   12

        "Officer" means the Chairman of the Board, any Vice Chairman, the Chief
Executive Officer, the President, any Vice President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

        "Officers' Certificate" means a written certificate containing the
information specified in Sections 2.3, 12.4 and 12.5, signed in the name of the
Company by its Chair man of the Board, a Vice Chairman, its Chief Executive
Officer, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secre tary, and delivered to the
Trustee.

        "Opinion of Counsel" means a written opinion containing the information
specified in Sections 12.4 and 12.5, from legal counsel. The counsel may be an
employee of, or counsel to, the Company or the Trustee.

        "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the Stated Maturity
or Maturities thereof, the original issue date or dates thereof, the redemption
provisions, if any, and any other terms specified as contemplated by Section
2.3(a) with respect thereto, are to be determined by the Com pany, or one or
more of the Company's agents designated in an Officers' Certificate, upon the
issuance of such Securities.

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

        "Place of Payment," when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
4.5, the Principal of and any interest on the Securities of that series are
payable as specified as contemplated by Section 2.3(a).

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.9 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.


                                       4
<PAGE>   13
"Principal" or "Principal Amount" of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of the
Security plus the premium, if any, of the Security.

        "Redemption Date" or "redemption date," when used with respect to any
Security to be redeemed, shall mean the date specified for redemption of such
Security in accor dance with the terms of such Security and this Indenture.

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

        "Registered Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is registered on
the books of the Registrar.

        "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 2.3(a).

        "SEC" means the Securities and Exchange Commission.

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

        "Securityholder" or "Holder," when used with respect to any Security,
means in the case of a Registered Security, a person in whose name a Security is
registered on the Registrar's books and in the case of a Bearer Security the
bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

        "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.13.

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

        "Subsidiary" means, with respect to any person, a corporation of which a
majority of the Capital Stock having voting power under ordinary circumstances
to elect a majority


                                       5

<PAGE>   14

of the board of directors of such corporation is owned by (i) such person, (ii)
such person and one or more Subsidiaries or (iii) one or more Subsidiaries of
such person.

        "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, except as provided in Section 9.3.

        "Trust Officer" means, when used with respect to the Trustee, any Senior
Trust Officer, any Vice President, any Trust Officer, any Assistant Vice
President or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

        "Trustee" means the party named as the "Trustee" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor.

        "United States" means the United States of America, its territories, its
possessions (including the Commonwealth of Puerto Rico), and other areas subject
to its jurisdiction.

        "United States Alien" means any person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

        SECTION I.2 Other Definitions.

<TABLE>
<CAPTION>
                                                                       Defined in
        Term                                                             Section
        ----                                                           ----------
<S>                                                                        <C>
"Bankruptcy Law"                                                           6.1
"Common Depositary"                                                        2.2
"Custodian"                                                                6.1
"Defaulted Interest"                                                       2.13
"Event of Default"                                                         6.1
"Exchange Date"                                                            2.2
"Legal Holiday"                                                           12.8
"Notice of Default "                                                       6.1
"Outstanding"                                                              2.10
"Paying Agent"                                                             2.5
"Permanent Global Bearer Security"                                         2.2
</TABLE>


                                       6

<PAGE>   15
<TABLE>

<S>                                                                        <C>
"Registrar"                                                                2.5
"Temporary Global Bearer Security"                                         2.2
</TABLE>


        SECTION I.3 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

               "Commission" means the SEC.

               "indenture securities" means the Securities.

               "indenture security holder" means a Holder or Securityholder.

               "indenture to be qualified" means this Indenture.

               "indenture trustee" or "institutional trustee" means the Trustee.

               "obligor" on the indenture securities means the Company.

        All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

        SECTION I.4 Rules of Construction. Unless the context otherwise 
requires:

               (1)  a term has the meaning assigned to it;

               (2) an accounting term not otherwise defined has the meaning
        assigned to it in accordance with generally accepted accounting
        principles in the United States as in effect from time to time;

               (3)  "or" is not exclusive;

               (4) "including" means including, without limitation; and

               (5) words in the singular include the plural, and words in the 
        plural include the singular.

                                   ARTICLE II



                                       7

<PAGE>   16

                                 THE SECURITIES

        SECTION II.1 Forms Generally. The Registered Securities, if any, of each
series and the Bearer Securities, if any, of each series and related coupons
shall be in substantially such form (including global form) as shall be
established by delivery to the Trustee of an Officers' Certificate or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities
or coupons as evidenced by their execution of the Securities or coupons. The
Officers' Certificate so establishing the form of Security or coupons, if any,
of any series shall be delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 2.4 for the authentication and
delivery of such Securities or coupons.

        Unless otherwise specified as contemplated by Section 2.3(a), Bearer
Securities shall have interest coupons attached.

        The permanent Securities and coupons, if any, shall be printed,
lithographed, engraved or word processed or produced by any combination of these
methods or may be produced in any other manner, provided, that such method is
permitted by the rules of any securities exchange on which such Securities may
be listed, all as determined by the Officers executing such Securities as
evidenced by their execution of such Securities.

        SECTION II.2 Securities in Global Form. If Securities of a series are
issuable in temporary or permanent global form, as specified as contemplated by
Section 2.3(a), then, notwithstanding clause (10) of Section 2.3(a) and the
provisions of Section 2.3(b), any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon or otherwise notated on the books and records
of the Registrar and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount of any increase
or decrease in the amount of Outstanding Securities represented thereby shall be
made by the Trustee in such manner and upon instructions given by such person or
persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 2.4 or Section 2.11. Subject to the provisions
of Section 2.4 and, if applicable, Section 2.11, the Trustee shall deliver and
redeliver any Security in global form in the manner and upon instructions given
by the person or persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 2.4 or 2.11 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
other notation on the books and records of the Registrar or delivery or
redelivery of a Security 


                                       8

<PAGE>   17

of such series in global form shall be in writing but need not comply with
Section 12.4 or 12.5 and need not be accompanied by an Opinion of Counsel
(except as required by Section 2.4).

        The provisions of the last sentence of Section 2.4 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company, and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the Principal Amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 2.4.

        Notwithstanding the provisions of Sections 2.1 and 2.13, unless
otherwise specified as contemplated by Section 2.3(a), payment of Principal of
and any interest on any Security in global form shall be made to the person or
persons specified therein.

        Any series of Bearer Securities shall be issued initially in the form of
one temporary global Bearer Security (the "Temporary Global Bearer Security"),
which Temporary Global Bearer Security shall be deposited on behalf of the
beneficial owners of the Bearer Securities represented thereby with The Bank of
New York Depositary (Nominees) Limited, as common depositary (the "Common
Depositary"), for credit to their respective accounts (or to such other accounts
as they may direct) at Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euro-Clear or Cedel S.A.

        On or before the date 40 days after the later of the announcement of the
offering and the date of settlement (the "Exchange Date"), the Company shall
deliver to a Paying Agent located outside the United States, or its designated
agent, Bearer Securities executed by the Company. On or after the Exchange Date,
the Temporary Global Bearer Security shall be surrendered by the Common
Depositary to the Trustee or its agent, as the Company's agent for such purpose,
to be exchanged, in whole or from time to time in part, at the sole discretion
of the Company for (i) Bearer Securities or (ii) a permanent global Bearer
Security (the "Permanent Global Bearer Security") without charge to Holders, and
the principal Paying Agent or other Paying Agent outside the United States shall
authenticate and deliver (at an office or agency outside the United States), in
exchange for the Temporary Global Bearer Security or the portions thereof to be
exchanged, an equal aggregate principal amount of Bearer Securities or the
Permanent Global Bearer Security, as shall be specified by the beneficial owners
thereof; provided, however, that upon such presentation by the Common
Depositary, the Temporary Global Bearer Security is accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by Euro- Clear as to the
portion of the Temporary Global Bearer Security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Cedel S.A. as to the portion of the Temporary Global Bearer Security
held for its account then to be exchanged, each to the effect hereinafter
provided. The Company and the Trustee agree that they will cooperate in causing
the paying agent located outside the United States to retain each certificate
provided by Euro-Clear or Cedel S.A. for a period of four calendar years
following 

                                       9
<PAGE>   18

the year in which the certificate is received and not to otherwise
dispose of any such certificate without first offering to deliver it to the
Company.

        Each certificate to be provided by Euro-Clear and Cedel S.A. shall be
substantially in the form attached hereto as Exhibit A or with such changes
therein as shall be approved by the Company and be satisfactory to the Trustee.

        Each certificate received by Euro-Clear and Cedel S.A. from persons
appearing in their records as persons entitled to a portion of the Temporary
Global Bearer Security shall be substantially to the effect set forth in this
Indenture.

        Upon any such exchange of a portion of the Temporary Global Bearer
Security for Bearer Securities or the Permanent Global Bearer Security, the
Temporary Global Bearer Security shall be endorsed to reflect the reduction of
the principal amount evidenced thereby. Until so exchanged in full, the
Temporary Global Bearer Security shall in all respects be entitled to the same
benefits under, and subject to the same terms and conditions of, this Indenture
as Bearer Securities authenticated and delivered hereunder, except that none of
Euro-Clear, Cedel S.A. or the beneficial owners of the Temporary Global Bearer
Security shall be entitled to receive payment of interest or other payments
thereon or to convert the Temporary Global Bearer Security, or any portion
thereof, into Common Stock of the Company or any other security, cash or other
property.

        SECTION II.3 Title, Terms and Denominations.

        (a) 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 and, subject to Section 2.4, set forth, or determined in the manner
provided, in an Officers' Certifi cate of the Company or established in one or
more indentures supplemental hereto:

               (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 au thenticated and delivered upon
        registration of transfer of, or in exchange for, or in lieu of, other
        Securities of the series pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5
        or 10.3 and except for any Securities which, pursuant to Section 2.4,
        are deemed never to have been authenticated and delivered hereunder);


                                      10

<PAGE>   19

               (3) whether Securities of the series are to be issuable as
        Registered Securities, Bearer Securities or both, whether any Securities
        of the series may be represented initially by a Security in temporary or
        permanent global form and, if so, the initial Depositary with respect to
        any such temporary or permanent global Security, and if other than as
        provided in Section 2.8 or Section 2.11, as applicable, whether and the
        circumstances under which beneficial owners of interests in any such
        temporary or permanent global Security may exchange such interests for
        Securities of such series and of like tenor of any authorized form and
        denomination and the Authorized Newspapers for publication of notices to
        holders of Bearer Securities;

               (4) any other terms required for the establishment of a series of
        Bearer Securi ties, including, but not limited to, tax compliance
        procedures;

                (5) the person to whom any interest on any Registered Security
        of the series shall be payable, if other than the person in whose name
        that Security (or one or more Predecessor Securities) is registered at
        the close of business on the Regular Record Date for such interest, the
        manner in which, and the person to whom, any interest on any Bearer
        Security of the series shall be payable, if otherwise than upon
        presentation and surrender of the coupons appertaining thereto as they
        severally mature, and the extent to which, or the manner in which
        (including any certification requirement and other terms and conditions
        under which), any interest payable on a temporary or permanent global
        Security on an Interest Payment Date will be paid if other than in the
        manner provided in Section 2.2 and Section 2.4, as applicable;

                (6) the date or dates on which the Principal of the Securities
        of the series is payable or the method of determination thereof;

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

                (8) the place or places where, subject to the provisions of
        Section 4.5, the Principal of and any interest on Securities of the
        series shall be payable, any Registered Securities of the series may be
        surrendered for registration of transfer, Securities of the series may
        be surrendered for exchange and notices and demands to or upon the
        Company in respect of the Securities of the series and this Indenture
        may be served;

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

                                       11
<PAGE>   20

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

               (11) the denominations in which any Registered Securities of the
        series shall be issuable, if other than denominations of $1,000 and any
        integral multiple thereof, and the denomination or denominations in
        which any Bearer Securities of the series shall be issuable, if other
        than denominations of $5,000 and $100,000;

               (12) the currency or currencies, including composite currencies,
        in which payment of the Principal of and any interest on the Securities
        of the series shall be payable if other than the currency of the United
        States, and if so, whether the Securities of the series may be satisfied
        and discharged other than as provided in Article VIII;

               (13) if the amount of payments of principal of and any interest
        on the Securities of the series is to be determined with reference to an
        index, formula or other method, or based on a coin or currency other
        than that in which the Securities are stated to be payable, the manner
        in which such amounts shall be determined and the calculation agent, if
        any, with respect thereto;

                (14) if other than the Principal Amount thereof, the portion of
        the Principal Amount of any Securities of the series which shall be
        payable upon declaration of accel eration of the Maturity thereof
        pursuant to Section 6.2;

                (15) if the Company will pay additional amounts on any of the
        Securities and coupons, if any, of the series to any Holder who is a
        United States Alien (including any modification in the definition of
        such term), in respect of any tax, assessment or governmental charge
        withheld or deducted, under what circumstances and with what procedures
        and documentation the Company will pay such additional amounts, whether
        such additional amounts will be treated as interest or Principal
        pursuant to this Inden ture, and whether the Company will have the
        option to redeem such Securities rather than pay additional amounts (and
        the terms of any such option);

                (16) if other than as defined in Section 1.1, the meaning of
        "Business Day" when used with respect to any Securities of the series;

                (17) if and the terms and conditions upon which the Securities
        of the series may or must be converted into securities of the Company or
        exchanged for securities of the Company or another enterprise;

                                       12
<PAGE>   21

                (18) any terms applicable to Original Issue Discount, if any,
        (as that term is defined in the Internal Revenue Code of 1986 and the
        Regulations thereunder) including the rate or rates at which such
        Original Issue Discount, if any, shall accrue;

                (19) if the Securities of the series may be issued or delivered
        (whether upon original issuance or upon exchange of a temporary Security
        of such series or otherwise), or any installment of Principal of or any
        interest is payable, only upon receipt of certain certificates or other
        documents or satisfaction of other conditions in addition to those
        specified in this Indenture, the form and terms of such certificates,
        documents or conditions; and

               (20) any other terms of the series (which terms shall not be
        inconsistent with the provisions of this Indenture, except as permitted
        by Section 9.1(7)).

        All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except as to
denomination and the rate or rates of interest, if any, and Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be
provided in or pursuant to an Officers' Certificate pursuant to this Section
2.3(a) or in any indenture supplemental hereto. All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened for issuances of additional Securities of such series or for the
establishment of additional terms with respect to the Securities of such series.

        If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of any appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series. With respect to Securities of
a series subject to a Periodic Offering, such Board Resolution or Officers'
Certificate may provide general terms for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company, or one or more of the Company's agents designated in an Officers'
Certificate, in accordance with the Company Order as contemplated by the first
proviso of the third paragraph of Section 2.4.

        (b) Unless otherwise provided as contemplated by Section 2.3(a) with
respect to any series of Securities, any Registered Securities of a series shall
be issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in denominations of $5,000 and
$100,000.

        SECTION II.4 Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, one of its Vice Chairmen, its 

                                       13
<PAGE>   22

President or one of its Vice Presidents, or the Treasurer or any Assistant
Treasurer, attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.
Coupons shall bear the facsimile signature of the Treasurer or any Assistant
Treasurer of the Company.

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

        At any time and from time to time after the execution and delivery of
this Indenture (and subject to delivery of the Board Resolution or Officers'
Certificate or supplemental indenture as set forth in Section 2.3 with respect
to the initial issuance of Securities of any series), the Company may deliver
Securities of any series together with any coupons appertaining thereto,
executed by the Company to the Trustee or its authenticating agent with respect
to Bearer Securities for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee or its
authenticating agent with respect to Bearer Securities in accordance with such
Company Order shall authenticate and deliver such Securities; provided, however,
that, with respect to Securities of a series subject to a Periodic Offering, (a)
such Company Order may be delivered by the Company to the Trustee or its
authenticating agent with respect to Bearer Securities prior to the delivery to
the Trustee of such Securities for au thentication and delivery, (b) the Trustee
shall authenticate and deliver Securities of such series for original issue from
time to time, in an aggregate Principal Amount not exceeding the aggregate
Principal Amount established for such series, pursuant to a Company Order or
pursuant to such procedures acceptable to the Trustee as may be specified from
time to time by a Company Order, (c) the rate or rates of interest, if any, the
Stated Maturity or Maturities, the original issue date or dates, the redemption
provisions, if any, and any other terms of Securities of such series shall be
determined by a Company Order or pursuant to such procedures and (d) if provided
for in such procedures, such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company, or the
Company's duly authorized agent or agents designated in an Officers'
Certificate, which oral instructions shall be promptly confirmed in writing; and
provided, further, that, no Bearer Security or coupon shall be mailed or
otherwise delivered to any person who is not a United States Alien or to any
location in the United States. Except as permitted by Section 2.9, the
authenticating agent shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled.

        If the forms or terms of the Securities of the series and any related
coupons have been established in or pursuant to one or more Officers'
Certificates as permitted by Sections 2.1 and 2.3(a), in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:

                                       14
<PAGE>   23

        (a) that the form and terms of such Securities and any coupons have been
duly authorized by the Company and established in conformity with the provisions
of this Indenture; and

        (b) that such Securities, together with any coupons appertaining
thereto, when authenti cated and delivered by the Trustee or its authenticating
agent and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject
to customary exceptions;

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of
Securities of such series (provided that such Opinion of Counsel covers all
Securities of such series) and that the Opinion of Counsel above may state:

               (x) that the forms of such Securities have been, and the terms of
        such Securities (when established in accordance with such procedures as
        may be specified from time to time in a Company Order, all as
        contemplated by and in accordance with a Board Resolution or an
        Officers' Certificate or supplemental indenture pursuant to Section
        2.3(a), as the case may be) will have been, duly authorized by the
        Company and established in conformity with the provisions of this
        Indenture; and

                (y) that such Securities, together with the coupons, if any,
        appertaining thereto, when (1) executed by the Company, (2) completed,
        authenticated and delivered by the Trustee or in the case of Bearer
        Securities and coupons, an authenticating agent located outside the
        United States, in accordance with this Indenture, and (3) issued by the
        Company in the manner and subject to any conditions specified in such
        Opinion of Counsel, will constitute valid and legally binding
        obligations of the Company, enforce able in accordance with their terms,
        subject to customary exceptions.

        With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the form and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 2.1 and 2.3(a) and this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such series unless and until it has received written notification that such
opinion or other documents have been superseded or revoked. In connection with
the authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume, unless it has actual
knowledge to the contrary, that the Company's instructions to authenticate and
deliver such Securities do not violate any rules, regulations or orders of any
governmental agency or commission having jurisdiction over the Company.


                                       15
<PAGE>   24

        Notwithstanding the provisions of Section 2.3(a) and of the preceding
three paragraphs, if all Securities of a series are subject to a Periodic
Offering, it shall not be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 2.3(a) at or prior to the time of
authentication of each Security of such series if such Officers' Certificate is
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

        Each Registered Security shall be dated the date of its authentication;
and, unless otherwise specified as contemplated by Section 2.3(a), each Bearer
Security (including a Bearer Security represented by a temporary global
Security) shall be dated as of the date of original issuance of the first
Security of such series to be issued.

        The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent.

        No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. The Trustee's certificate of authentication shall be in
substantially the following form:

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

                                    The Bank of New York, as Trustee



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


        Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.12 together with a written statement (which need not
comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall 


                                       16
<PAGE>   25

be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

        SECTION II.5 Registrar and Paying Agent. The Company shall maintain,
with respect to each series of Securities, an office or agency where such
Securities may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where such Securities may be presented for
purchase or payment ("Paying Agent"). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term Paying Agent
includes any additional paying agent.

        The Company shall enter into an appropriate agency agreement with
respect to each series of Securities with any Registrar, Paying Agent or
co-registrar (if not the Trustee). The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent for a particular series of Securities, the
Trustee shall act as such and shall be entitled to appropriate compensa tion
therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate
of either of them may act as Paying Agent, Registrar or co-registrar.

        The Company initially appoints the Trustee as the Registrar and Paying
Agent in connection with such Securities and the Trustee, acting through its
main office in London or as provided in the Officer's Certificate establishing
the Securities, as paying agent and authenticating agent for Bearer Securities.

        SECTION II.6 Paying Agent to Hold Money and Securities in Trust. Except
as otherwise provided herein, prior to or on each due date of payments in
respect of any series of Securities, the Company shall deposit with the Paying
Agent with respect to such Securities a sum of money sufficient to make such
payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by such Paying
Agent for the making of payments in respect of the Securities of such series and
shall notify the Trustee of any default by the Company in making any such
payment. At any time during the continuance of any such default, a Paying Agent
shall, upon the written request of the Trustee, forthwith pay to the Trustee all
money so held in trust with respect to such Securities. If the Company, a
Subsidiary or an Affiliate of either of them acts as Paying Agent for a series
of Securities, it shall segregate the money held by it as Paying Agent with
respect to such Securities and hold it as a separate trust fund. The Company at
any time may require a Paying Agent for a series of Securities to pay all money
held by it with respect to such Securities to the Trustee and to account for any
money disbursed by it. Upon doing so, such Paying Agent shall have no further
liability for the money.

                                       17

<PAGE>   26

        SECTION II.7 Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of each series of Securities. If the
Trustee is not the Registrar for any series of Securities, the Company shall
cause to be furnished to the Trustee at least semiannually on June 1 and
December 1 a listing of Holders of such series of Securities dated within 15
days of the date on which the list is furnished and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders of
such series of Securities.

        SECTION II.8 Transfer and Exchange. Upon surrender for registration of
transfer of any Security at the office or agency of the Company designated
pursuant to Section 4.5 for such purpose in a Place of Payment, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations of a like aggregate Principal Amount
and tenor. The Company shall not charge a service charge for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
pay all taxes, assessments or other governmental charges that may be imposed in
connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange (other than any exchange of
a temporary Security for a definitive Security not involving any change in
ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or 10.3, not
involving any transfer).

        Notwithstanding any other provisions (other than the provisions set
forth in the sixth and seventh paragraphs) of this Section, a Security in global
form representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

        At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
denomination or denominations, of a like aggregate Principal Amount and tenor,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive. Bearer Securities may not
be issued in exchange for Registered Securities.

        At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denomination or denominations and of a like aggregate Principal Amount and
tenor, upon surrender of the Bearer 


                                       18
<PAGE>   27

        Securities to be exchanged at any office or agency of the Company
located outside the United States, with all unmatured coupons and all matured
coupons in default thereto appertaining. If the Holder of a Bearer Security is
unable to produce any such unmatured coupon or coupons or matured coupon or
coupons in default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the Trustee or
Paying Agent in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company, the Paying Agent and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 4.5,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Regis tered
Security of the same series and like tenor after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Inden ture.

        Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee or a duly appointed authenticating agent shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

        If at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series, the Company shall appoint a successor Depositary with
respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver Securities
of such series in definitive form in an aggregate Principal Amount equal to the
Principal Amount of the Security or Securities in global form representing such
series in exchange 


                                       19
<PAGE>   28

for such Security or Securities in global form in accordance with the
instructions, if any, of the Depositary.

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

        Notwithstanding the foregoing, except as otherwise specified in the
preceding two paragraphs or as contemplated by Section 2.3(a), any global
Security shall be exchange able only as provided in this paragraph. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities of such series and of like Principal
Amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 2.3(a), then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
aggregate Principal Amount equal to the Principal Amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Com pany's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge and the Trustee or, in the case of Bearer Securities,
an authenticating agent outside the United States shall authenticate and
deliver, in exchange for each portion of such global Security, an equal
aggregate Principal Amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged which, unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, as specified as
contem plated by Section 2.3(a), shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; pro vided, however, that notwithstanding the last
paragraph of this Section 2.8, no such ex changes may occur during a period
beginning at the opening of business 15 days before any selection of Securities
of that series to be redeemed and ending on the relevant Redemption Date; and
provided, further, that no Bearer Security or coupon delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
person that is not a United States Alien or to any location in the United
States. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant 


                                       20


<PAGE>   29

Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such global Security
is payable in accordance with the provisions of this Indenture.

        Upon the exchange of a Security in global form for Securities in
definitive form, such Security in global form shall be cancelled by the Trustee.
All cancelled Securities and coupons held by the Trustee shall be destroyed by
the Trustee and a certificate of their destruction delivered to the Company
unless the Company directs, by Company Order, that the Trustee shall cancel
Securities and return them to the Company. Registered Secu rities issued in
exchange for a Security in global form pursuant to this Section 2.8 shall be
registered in such names and in such authorized denominations as the Depositary
for such Security in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Registered Securities to the persons in whose names such
Securities are so registered.

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

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

        The Company shall not be required (i) to issue, register the transfer of
or ex change Securities of any series during a period beginning at the opening
of business 15 days before any selection of Securities of that series to be
redeemed and ending (except as otherwise provided in the first proviso in the
eighth paragraph of this Section 2.8) at the close of business on (A) if
Securities of the Series are issuable only as Registered Securi ties, the day of
the mailing of the relevant notice of redemption and (B) if Securities of the
series are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption or, if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or
exchange any Registered Security so selected for redemption, in whole or in
part, except the unredeemed portion of any Security being redeemed in part, or
(iii) to exchange any Bearer Security so selected for redemption except that
such a 

                                       21
<PAGE>   30

Bearer Security may be exchanged for a Registered Security of that series
and like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemp tion.

        SECTION II.9 Replacement Securities and Coupons. If (a) any mutilated
Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee or paying agent outside the United States, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and there is delivered to
the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of written notice to
the Company, any such paying agent or the Trustee that such Security or coupon
has been acquired by a bona fide purchaser, the Company shall execute and upon
its written request the Trustee or paying agent outside the United States shall
authenticate and deliver, in exchange for any such mutilated Security or coupon
or in lieu of any such destroyed, lost or stolen Security or coupon, or in
exchange for the Security to which a mutilated, destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not mutilated, destroyed, lost or
stolen), a new Security of the same series and of like tenor and Principal
Amount, bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or coupon, or to the Security to which such destroyed, lost or
stolen coupon appertains.

        In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; provided,
however, that the Principal of and any interest on Bearer Securities shall,
except as otherwise provided in Section 4.5, be payable only at an office or
agency located outside the United States and, unless otherwise specified as
contemplated by Section 2.3(a), any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons apper taining
thereto.

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

        Every new Security of any series issued pursuant to this Section in lieu
of any mutilated, destroyed, lost or stolen Security, or in exchange for a
Security to which a mutilated, destroyed, lost or stolen coupon appertains,
shall constitute an original addi tional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupons, if any,
or the destroyed, lost or stolen coupon shall be at any time enforceable by
anyone, and any such new Security and coupons, if any, shall be 

                                       22
<PAGE>   31

entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities of that issue and their coupons, if any, duly issued
hereunder.

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

        SECTION II.10 Outstanding Securities; Determinations of Holders' Action
 . Securities of any series "Outstanding" at any time are, as of the date of
determination, all the Securities of such series theretofore authenticated by
the Trustee for such series except for those cancelled by it, those delivered to
it for cancellation and those described in this Section 2.10 as not outstanding.
A Security does not cease to be "Outstanding" because the Company or an
Affiliate thereof holds the Security; provided, however, that in determining
whether the Holders of the requisite Principal Amount of Outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Trust Officer knows to be so owned shall be so disre garded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9). In addition, in determining whether the Holders of the
requisite Principal Amount of Outstanding Securities have given or concurred in
any request, demand, authorization, direction, notice, consent or waiver
hereunder, (i) the Principal Amount of a Discount Security that shall be deemed
to be Outstanding shall be the amount of the Principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a
Security denominated in a foreign currency or currencies shall be the Dollar
equivalent, as determined on the date of original issuance of such Security, of
the Principal Amount (or, in the case of a Discount Security, the Dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security.

        If a Security has been paid pursuant to Section 2.9 or in exchange for
or in lieu of which another Security has been authenticated and delivered
pursuant to this Indenture, it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona
fide purchaser.


                                       23

<PAGE>   32

        If the Trustee (other than the Company) holds, in accordance with this
Indenture, on a Redemption Date or on Stated Maturity, money sufficient to pay
Securities and any coupons thereto appertaining payable on that date, then on
and after that date such Securities shall cease to be outstanding and interest,
if any, on such Securities shall cease to accrue; provided, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made.

        SECTION II.11 Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
Officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. Such temporary Securities may be in global
form.

        Except in the case of Securities represented by a temporary global
Security (which shall be exchanged in accordance with the provisions of the
three succeeding paragraphs), if temporary Securities for some or all of the
Securities of any series are issued, the Company will cause definitive
Securities representing such Securities to be prepared without unreasonable
delay. Subject to Section 2.2, after the preparation of such definitive
Securities, the temporary Securities shall be exchangeable for such definitive
Securities of like tenor upon surrender of the temporary Securities at the
office or agency of the Company designated for such purpose pursuant to Section
4.5 in a Place of Payment for such series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like Principal
Amount of definitive Securities of the same series and of like tenor of
authorized denomi nations; provided, however, that no definitive Bearer Security
or Permanent Global Bearer Security shall be delivered in exchange for a
temporary Registered Security. Until so ex changed the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.

        Unless otherwise specified as contemplated by Section 2.3(a), if Bearer
Securities of any series are represented by a Security in temporary global form,
any such temporary global Security shall be delivered to the Depositary for the
benefit of Euro-clear and Cedel S.A., for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may
direct).


                                       24

<PAGE>   33

        Without unnecessary delay but in any event not later than the Exchange
Date, the Company shall deliver to the Trustee or paying agent outside the
United States permanent Securities of the same series which may be in definitive
or global form at the sole discretion of the Company, in aggregate Principal
Amount equal to the Principal Amount of such temporary global Security, executed
by the Company. On or after the Exchange Date, such temporary global Security
shall be surrendered by the Depositary to the Trustee or paying agent outside
the United States, as the Company's agent for such purpose, to be exchanged, in
whole or from time to time in part, for permanent Securities of the same series
which may be in definitive or global form at the sole discretion of the Company
and of like tenor without charge and the Trustee shall authenticate and deliver,
in exchange for each portion of such temporary global Security, an equal
aggregate Principal Amount of definitive Securities or interests in the
Permanent Global Bearer Security of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The permanent Securities to be delivered in exchange for any such
temporary global Security shall be in definitive bearer form or registered form,
or shall be represented by a Permanent Global Bearer Security, or any
combination thereof, as specified as contemplated by Section 2.3(a), and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof provided, that no beneficial owner of a registered Temporary Global
Bearer Security who is not a United States alien or who is located in the United
States shall be entitled to receive Bearer Securities.

        Unless otherwise specified in any such Temporary Global Bearer Security,
the interest of a beneficial owner of Securities of a series represented by such
Temporary Global Bearer Security shall be exchanged for permanent Securities of
the same series which may be in definitive or global form at the sole discretion
of the Company and of like tenor following the Exchange Date when the account
holder instructs Euro-clear or Cedel S.A., as the case may be, to request such
exchange on his behalf and delivers to Euro-clear or Cedel S.A., as the case may
be, any certificate specified as contemplated by Section 2.3(a). Unless
otherwise specified in such Temporary Global Bearer Security, any such exchange
shall be made free of charge to the beneficial owners of such Temporary Global
Bearer Security, except that a person receiving permanent Securities must bear
the cost of insurance, postage, transportation and the like in the event that
such person does not take delivery of such permanent Securities in person at the
offices of Euro-clear or Cedel S.A.

        Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as permanent Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 2.3(a), interest payable on a temporary
global Security representing a series of Bearer Securities on an Interest
Payment Date for Securities of such series occurring prior to the applicable
Exchange Date 


                                       25
<PAGE>   34

shall be payable to Euro-clear and Cedel S.A. on such Interest Payment Date,
upon delivery by Euro-clear and Cedel S.A. to a paying agent outside the United
States of any certificate specified as contemplated by Section 2.3(a), for
credit without further interest on or after such Interest Payment Date to the
respective accounts of the persons who are the beneficial owners of such
Temporary Global Bearer Security on such Interest Payment Date and who have each
delivered to Euro-clear or Cedel S.A., as the case may be, any certificate
specified as contemplated by Section 2.3(a).

        SECTION II.12 Cancellation. All Securities or coupons surrendered for
payment, redemption, registration of transfer or exchange, or for credit against
any sinking fund payment, shall, if surrendered to any person other than the
Trustee, be delivered to the Trustee and all Registered Securities and matured
coupons so delivered shall be promptly cancelled by it. All Bearer Securities
and unmatured coupons so delivered shall be held by the Trustee and shall be
cancelled. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever (including Securities
received by the Company in exchange or payment for other Securities of the
Company) and may deliver to the Trustee (or to any other person for delivery to
the Trustee) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee. The Company may not reissue, or issue new
Securities to replace, Securities it has paid or delivered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted in the form of Securities for any particular series or as permitted by
this Indenture. All cancelled Securities and coupons held by the Trustee shall
be returned to the Company.

        SECTION II.13 Payment of Interest; Interest Rights Preserved. Unless
otherwise provided as contemplated by Section 2.3(a) with respect to any series
of Securities, interest on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture.


                                       26
  

<PAGE>   35

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

                (1) The Company may elect to make payment of any Defaulted
        Interest to the persons in whose names the Securities of such series (or
        their respective Prede cessor Securities) are registered at the close of
        business on a Special Record Date for the payment of such Defaulted
        Interest, which shall be fixed in the following manner. The Company
        shall notify the Trustee in writing of the amount of Defaulted Interest
        proposed to be paid on each Registered Security and the date of the
        proposed payment, and at the same time the Company shall deposit with
        the Trustee an amount of money equal to the aggregate amount proposed to
        be paid in respect of such Defaulted Interest or shall make arrangements
        satisfactory to the Trustee for such deposit prior to the date of the
        proposed payment, such money when deposited to be held in trust for the
        benefit of the persons entitled to such Defaulted Interest as in this
        Clause provided. Thereupon the Trustee shall fix a Special Record Date
        for the payment of such Defaulted Interest which shall be not more than
        15 days and not less than 10 days prior to the date of the proposed
        payment and not less than 10 days after the receipt by the Trustee of
        the notice of the proposed payment. The Trustee shall promptly notify
        the Company of such Special Record Date and, in the name and at the
        expense of the Company, shall cause notice of the proposed payment of
        such Defaulted Interest and the Special Record Date therefor to be
        mailed, first-class postage prepaid, to each Holder of Registered
        Securities at his address as it appears in the register of the
        Securities, not less than 10 days prior to such Special Record Date.
        Notice of the proposed payment of such Defaulted Interest and the
        Special Record Date therefor having been so mailed, such Defaulted
        Interest shall be paid to the persons in whose names the Securities (or
        their respective Predecessor Securities) are registered at the close of
        business on such Special Record Date and shall no longer be payable
        pursuant to the following Clause (2).

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

        Subject to the foregoing provisions of this Section and Section 2.8,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu 

                                       27
<PAGE>   36

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

        SECTION II.14 Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the person in whose name such
Registered Security is registered as the owner of such Registered Security for
the purpose of receiving payment of Principal of and (except as otherwise
specified as contem plated by Section 2.3(a) and subject to Section 2.8 and
Section 2.13) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

        Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
as the absolute owner of such Bearer Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Bearer Security or coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

        SECTION II.15 Computation of Interest. Except as otherwise specified as
contemplated by Section 2.3(a) for Securities of any series, (i) interest on any
Securities which bear interest at a fixed rate shall be computed on the basis of
a 360-day year comprised of twelve 30-day months and (ii) interest on any
Securities which bear interest at a variable rate shall be computed on the basis
of the actual number of days in an interest period divided by 360.

                                   ARTICLE III

                                   REDEMPTION

        SECTION III.1 Right to Redeem; Notices to Trustee. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 2.3(a) for Securities of any series) in accordance with this Article.
In the case of any redemption at 

                                       28
<PAGE>   37

the election of the Company of less than all the Securities of any series, the
Company shall, within the time period set forth below, notify the Trustee in
writing of the Redemption Date, the Principal Amount of and of any other
information necessary to identify the Securities of such series to be redeemed
and the Redemption Price (including the information set forth in clauses (4),
(5) and (6) of Section 3.3).

        The Company shall give the notice to the Trustee provided for in this
Section 3.1 at least 60 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee).

        SECTION III.2 Selection of Securities to be Redeemed. Unless otherwise
specified as contemplated by Section 2.3(a) with respect to any series of
Securities, if less than all the Securities of any series with the same issue
date, interest rate and Stated Maturity are to be redeemed, the Trustee shall
select the particular Securities to be redeemed by such method the Trustee
considers fair and appropriate, which method may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the Principal
Amount of Registered Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series. The Trustee shall
make the selection not more than 60 days before the Redemption Date from
Outstanding Securities of such series not previously called for redemption.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly in writing of the Securities to be redeemed and, in the
case of any portions of Securities to be redeemed, the principal amount thereof
to be redeemed.

        SECTION III.3 Notice of Redemption. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of Securi ties, at
least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail a notice of redemption by first-class mail, postage prepaid, to each
Holder of Securities to be redeemed.

        The notice shall identify the Securities (including CUSIP/ISIN numbers)
to be re deemed and shall state:

               (1   the Redemption Date;
               (2   the Redemption Price;

               (3 if fewer than all the Outstanding Securities of any series are
        to be re deemed, the identification (and, in the case of partial
        redemption, the Principal Amounts) of the particular Securities to be
        redeemed;

                                       29
<PAGE>   38


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

               (5 the place or places where such Securities, together in the
        case of Bearer Securities with all coupons appertaining thereto, if any,
        maturing after the Redemption Date, are to be surrendered for payment of
        the Redemption Price; and

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

A notice of redemption published as contemplated by Section 12.2 need not
identify particular Registered Securities to be redeemed.

        At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided,
however, that, in all cases, the text of such Company notice shall be prepared
by the Company.

        SECTION III.4 Effect of Notice of Redemption. Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however,
that installments of interest on Bearer Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 4.5)
and, unless otherwise specified as contemplated by Section 2.3(a), only upon
presentation and surrender of coupons for such interest; and provided, further,
that, unless otherwise specified as contemplated by Section 2.3(a), installments
of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Sections 2.8 and 2.13.

        If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such miss ing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and a paying agent
located outside the United States if there be furnished to the



                                       30

<PAGE>   39
Company, the Trustee and such paying agent such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 4.5) and, unless otherwise specified as contem plated by
Section 2.3(a), only upon presentation and surrender of those coupons.

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

        SECTION III.5 Deposit of Redemption Price. Prior to 10:00 am, New York
Time on the Redemption Date, the Company shall deposit in the Place of Payment
with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of
either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, of all Securities to be
redeemed on that date other than Securities or portions of Securities called for
redemption which prior thereto have been delivered by the Company to the Trustee
for cancellation. If such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from such trust.

        SECTION III.6 Securities Redeemed in Part. Any Registered Security which
is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and upon such surrender, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security a new Registered
Security or Securities of the same series and of like tenor, in an authorized
denomination as requested by such Holder, equal in aggregate Principal Amount to
and in exchange for the unredeemed portion of the Principal of the Security
surrendered.

                                    ARTICLE IV

                                     COVENANTS

        SECTION IV.1 Payment of Securities. The Company shall promptly make all
payments in respect of each series of Securities on the dates and in the manner
provided in the Securities and any coupons appertaining thereto and, to the
extent not otherwise so provided, pursuant to this Indenture. An installment of
Principal of or interest on the 

                                       31
<PAGE>   40

Securities shall be considered paid on the date it is due if the Trustee or a
Paying Agent (other than the Company or an Affiliate of the Company) holds on
that date funds (in the currency or currencies of payment with respect to such
Securi ties) designated for and sufficient to pay such installment. Unless
otherwise specified as contemplated by Section 2.3(a) with respect to any series
of Securities, any interest due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature. At the
Company's option, payments of Principal or interest may be made by check or by
transfer to an account maintained by the payee subject, in the case of Bearer
Securities, to the provisions of Section 4.5.

        SECTION IV.2 SEC Reports. The Company shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is re quired to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA
Section 314(a).

        SECTION IV.3 Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year (beginning with the
fiscal year ending on July 31, 1997) an Officers' Certificate stating whether or
not the signers know of any Default that occurred during such period. If they
do, such Officers' Certificate shall describe the Default and its status.

        SECTION IV.4 Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

        SECTION IV.5 Maintenance of Office or Agency. If Securities of a series
are issuable only as Registered Securities, the Company will maintain in each
Place of Payment for such series an office or agency where Securi ties of that
series may be presented or surrendered for payment, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. If Securities of a series are issuable
as Bearer Securities, the Company will maintain (A) in the Borough of Manhattan,
the City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, purchase or
redemption and where notices and demands to or upon the Company in respect of
the Securities of that 

                                       32
<PAGE>   41

series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Securities of that series pursuant to Section 4.6), and (C) subject to any laws
or regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The office of the Trustee in New York, New York, shall be such
office or agency for all of the afore said purposes unless the Company shall
maintain some other office or agency for such purposes and shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such other office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the address of the Trustee set
forth in Section 12.2, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment (including payment
of any additional amounts payable on Bearer Securities of that series pursuant
to Section 4.6) at the place specified for that purpose as contemplated by
Section 2.3(a) or, if no such place is specified, at the main office of The Bank
of New York, London branch, and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands.

        No payment of Principal or interest on Bearer Securities shall be made
at any office or agency of the Company in the United States, by check mailed to
any address in the United States, by transfer to an account located in the
United States or upon presentation or surrender in the United States of a Bearer
Security or coupon for payment, even if the payment would be credited to an
account located outside the United States; provided, however, that, if the
Securities of a series are denominated and payable in Dollars, payment of
Principal of and any interest on any such Bearer Security (including any
additional amounts payable on Securities of such series pursuant to Section 4.6)
shall be made at the office of the Company's Paying Agent in the Borough of
Manhattan, The City of New York, if (but only if) payment in Dollars of the full
amount of such Principal, interest or additional amounts, as the case may be, at
all offices or agencies outside the United States maintained for such purpose by
the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.

                                       33
<PAGE>   42

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

        SECTION IV.6 Additional Amounts. If specified as contemplated by Section
2.3(a), the Securities of a series may provide for the payment of additional
amounts, and in such case, the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto additional amounts as provided
therein. Wherever in this Indenture there is mentioned, in any context, the
payment of the Principal of or any interest on, or in respect of, any Security
of any series or payment of any related coupon, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, addi tional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

        If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which payment of Principal is
made), and at least 10 days prior to each date of payment of Principal and any
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers' Certificate, the Company will furnish the Trustee
and the Company's Paying Agent or Paying Agents, if other than the Trustee, with
an Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of Principal of and any interest on the Securities
of that series shall be made to Holders of Securities of that series or any
related coupons who are United States Aliens without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or coupons and the
Company will pay to the Trustee or such Paying Agent the additional amounts
required by the Securities of such series and this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.



                                       34
<PAGE>   43
                                    ARTICLE V

                              SUCCESSOR CORPORATION


        SECTION V.1 When Company May Merge or Transfer Assets.V.1 When Company
May Merge or Transfer Assets. The Company, in a single transaction or through a
series of related transactions, shall not consolidate with or merge with or into
any other person or convey or transfer (by lease, assignment, sale or otherwise)
all or substantially all its properties and assets to another person or group of
affiliated persons, unless:

               (a) either (1) the Company shall be the continuing corporation or
        (2) the person (if other than the Company) formed by such consolidation
        or into which the Company is merged or to which all or substantially all
        of the properties and assets of the Company are conveyed or transferred
        (i) shall be a corporation, partnership, limited liability company or
        trust orga nized and validity existing under the laws of the United
        States or any state thereof or the District of Columbia and (ii) shall
        expressly assume, by an indenture supplemental hereto, executed and
        delivered to the Trustee, in form satisfactory to the Trustee, all of
        the obligations of the Company under the Securities and this Indenture;

               (b) immediately after giving effect to such transaction and the
        assumption contemplated by clause (a)(ii) above, no Default or Event of
        Default shall have occurred and be continuing; and

              (c) the Company shall have delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that such consolida
        tion, merger, conveyance or transfer and, if a supplemental indenture is
        required in connection with such transaction, such supplemental
        indenture, comply with this Article and that all conditions precedent
        herein provided for relating to such transaction have been satisfied.

        For purposes of the foregoing, the conveyance or transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries (other than to the Company or another wholly owned Subsidiary),
which, if such assets were owned by the Company, would constitute all or
substantially all of the properties and assets of the Company, shall be deemed
to be the conveyance or transfer of all or substantially all of the properties
and assets of the Company.

        The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance or transfer
is made shall 

                                       35
<PAGE>   44

succeed to, and be substituted for, and may exercise every right and power of
the Com pany under this Indenture with the same effect as if such successor had
been named as the Company herein; and thereafter, except in the case of a lease
of its properties and assets substantially as an entirety, the Company shall be
discharged from all obligations and covenants under this Indenture, the
Securities and coupons. The Trustee shall enter into a supplemental indenture to
evidence the succession and substitution of such successor person and such
discharge and release of the Company.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

        SECTION VI.1 Events of Default. Unless otherwise specified as 
contemplated by Section 2.3(a) with respect to any series of securities, an
"Event of Default" occurs, with respect to each series of the Securities
individually, if:

               (1 the Company defaults in (a) the payment of the principal of
        any Security of such series at its Maturity or (b) the payment of any
        interest upon any Security of such series when the same becomes due and
        payable and continuance of such default for a period of 30 days;

               (2 the Company fails to comply with any of its agreements in the
        Securi ties or this Indenture (other than those referred to in clause
        (1) above and other than a covenant or warranty a default in whose
        performance or whose breach is elsewhere in this Section specifically
        dealt with or which has been expressly included in this Indenture solely
        for the benefit of a series of Securities other than such series) and
        such failure continues for 60 days after receipt by the Company of a
        Notice of Default;

               (3 there shall have been the entry by a court of competent
        jurisdiction of (a) a decree or order for relief in respect of the
        Company in an involuntary case or proceeding under any applicable
        Bankruptcy Law or (b) a decree or order adjudg ing the Company bankrupt
        or insolvent, or seeking reorganization, arrangement, adjustment or
        composition of or in respect of the Company under any applicable federal
        or state law, or appointing a custodian, receiver, liquidator, assignee,
        trustee, sequestrator (or other similar official) of the Company or of
        any substan tial part of its property, or ordering the wind up or
        liquidation of its affairs, and any such decree or order for relief
        shall continue to be in effect, or any such other decree or order shall
        be unstayed and in effect, for a period of 60 consecutive days;

                                       36
<PAGE>   45

               (4 (a) the Company commences a voluntary case or proceeding under
        any applicable Bankruptcy Law or any other case or proceeding to be
        adjudicated bankrupt or insolvent, (b) the Company consents to the entry
        of a decree or order for relief in respect of the Company in an
        involuntary case or proceeding under any applicable Bankruptcy Law or to
        the commencement of any bankruptcy or insolvency case or proceeding
        against it, (c) the Company files a petition or answer or consent
        seeking reorganization or substantially comparable relief under any
        applicable federal state law, (d) the Company (x) consents to the filing
        of such petition or the appointment of, or taking possession by, a
        custodian, receiver, liquidator, assignee, trustee, sequestrator or
        similar official of the Company or of any substantial part of its
        property, (y) makes an assignment for the benefit of creditors or (z)
        admits in writing its inability to pay its debts generally as they
        become due or (e) the Company takes any corporate action in furtherance
        of any such actions in this clause (4); or

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

               "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. "Custodian" means any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

               A Default under clause (2) above is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in aggregate
Principal Amount of the Outstanding Securities of such series notify the Company
and the Trustee, of the Default and the Company does not cure such Default
within the time specified in clause (2) above after receipt of such notice. Any
such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default."

        SECTION VI.2 Acceleration. If an Event of Default with respect to
Securities of any series at the time Outstanding (other than an Event of Default
specified in Section 6.1(3) or (4)) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in aggregate Principal
Amount of the Outstand ing Securities of that series by notice to the Company
and the Trustee, may declare the Principal Amount (or, if any of the Securities
of that series are Discount Securities, such portion of the Principal Amount of
such Securities as may be specified in the terms thereof) of all the Securities
of that series to be immediately due and payable. Upon such a declaration, such
Principal (or portion thereof) shall be due and payable immediately. If an Event
of Default specified in Section 6.1(3) or (4) occurs and is continuing, the
Principal (or portion thereof) of all the Securities of that series shall become
and be imme diately due and payable without any declaration or other act on the
part of the Trustee or any Securityholders. The Holders of a majority in
aggregate Principal Amount of the Out-

                                       37
<PAGE>   46

standing Securities of any series, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration with respect to that
series and its conse quences if the rescission would not conflict with any
judgment or decree and all existing Events of Default with respect to Securities
of such series have been cured or waived except nonpayment of the Principal (or
portion thereof) of Securities of such series that has become due solely as a
result of such acceleration and if all amounts due to the Trustee under Section
7.7 have been paid. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

        SECTION VI.3 Other Remedies. If an Event of Default with respect to a
series of Outstanding Securities occurs and is continuing, the Trustee may
pursue any available remedy to (a) collect the payment of the whole amount then
due and payable on such Securities for Principal and interest, with interest
upon the overdue Prin cipal and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest from the
date such interest was due, at the rate or rates prescribed therefor in such
Securities and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including amounts due the Trustee
under Section 7.7 or (b) enforce the performance of any provision of the
Securities or this Indenture.

               The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Securities or coupons or does not produce any of the
Securities or coupons in the proceeding. A delay or omission by the Trustee or
any Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of, or
acquiescence in, the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

        SECTION VI.4 Waiver of Past Defaults. The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series, by
notice to the Trustee (and without notice to any other Securityholder), may on
behalf of the Holders of all the Securities of such series and any related
coupons waive an existing Default with respect to such series and its
consequences except (1) an Event of Default described in Section 6.1(1) with
respect to such series or (2) a Default in respect of a provision that under
Section 9.2 cannot be amended without the consent of the Holder of each
Outstanding Security of such series affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.

        SECTION VI.5 Control by Majority. The Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee with
respect to the Securities of such series. However, the Trustee may refuse to
follow any direction that conflicts with 


                                       38
<PAGE>   47

law or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability.

        SECTION VI.6 Limitation on Suits. A Holder of any Security of any series
or any related coupons may not pursue any remedy with respect to this Indenture
or the Securities unless:

               (1 the Holder gives to the Trustee written notice stating that an
        Event of Default with respect to the Securities of that series is
        continuing;

               (2 the Holders of at least 25% in aggregate Principal Amount of
        the Outstanding Securities of that series make a written request to the
        Trustee to pursue the remedy;

               (3 such Holder or Holders offer to the Trustee security or
        indemnity against any loss, liability or expense satisfactory to the
        Trustee;

               (4 the Trustee does not comply with the request within 60 days
        after receipt of the notice, the request and the offer of security or
        indemnity; and

               (5 the Holders of a majority in aggregate Principal Amount of the
        Outstanding Securities of that series do not give the Trustee a
        direction incon sistent with such request during such 60-day period.

               A Securityholder may not use this Indenture to prejudice the
rights of any other Securityholder or to obtain a preference or priority over
any other Securityholder.

        SECTION VI.7 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right, which is absolute and
unconditional, of any Holder of any Security or coupon to receive payment of the
Principal of and (subject to Section 2.13) interest on such Security or payment
of such coupon on the Stated Maturity or Maturities expressed in such Security
or coupon (or, in the case of redemption, on the Redemption Date) held by such
Holder, on or after the respective due dates expressed in the Securities or any
Redemption Date, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected adversely without
the consent of each such Holder.

        SECTION VI.8 Collection Suit by Trustee. If an Event of Default
described in Section 6.1(1) with respect to Securities of any series occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount owing with respect
to such series of Securities and the amounts provided for in Section 7.7.

                                       39
<PAGE>   48

        SECTION VI.9 Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespec tive
of whether the Principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
Principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

               (a) to file and prove a claim for the whole amount of Principal
        and interest owing and unpaid in respect of the Securities and to file
        such other papers or documents as may be necessary or advisable in order
        to have the claims of the Trustee (including any claim for the
        reasonable compensation, expenses, disbursements and advances of the
        Trustee, its agents and counsel and any other amount due the Trustee
        under Section 7.7) and of the Holders of Securities and coupons allowed
        in such judicial proceeding, and

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

and any Custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay the Trustee any amount due it
for the reasonable compensation, expenses, disburse ments and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

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

        SECTION VI.10 Priorities.VI. If the Trustee collects any money pursuant
to this Article 6, it shall pay out the money in the following order and, in
case of the distribution of such money on account of Principal or interest, upon
presentation of the Securities or 


                                       40
<PAGE>   49

coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

        FIRST:  to the Trustee for amounts due under Section 7.7;

        SECOND: to Securityholders for amounts due and unpaid for the Principal
and interest on the Securities and interest evidenced by coupons in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Securities and coupons for Principal and interest, respectively;
and

        THIRD:  the balance, if any, to the Company.

        The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Company shall mail to each Securityholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.

        SECTION VI.11 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit
by Holders of more than 10% in aggregate Principal Amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any
Security or coupon for the enforcement of the payment of the Principal of or
interest on any Security or the payment of any coupon on or after the Stated
Maturity or Maturities expressed in such Security or coupon (or, in the case of
redemption, on or after the Redemption Date).

        SECTION VI.12 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                       41
<PAGE>   50
                                    ARTICLE VII

                                      TRUSTEE

        SECTION VII.1 Duties of Trustee.

        (a)  If an Event of Default has occurred and is continuing, the Trustee 
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in its exercise as a prudent person would exercise
or use under the circum stances in the conduct of his/her own affairs.

        (b) Except during the continuance of an Event of Default with respect to
Securi ties of any series:

               (1   the Trustee need perform only those duties that are 
        specifically set forth in this Indenture and no others; and

               (2 in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Indenture. However, with respect to any certificates or opinions
        specifically required to be furnished to the Trustee, the Trustee shall
        examine the certificates and opinions to determine whether or not they
        conform to the requirements of this Indenture.

        (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

               (1   this paragraph (c) does not limit the effect of paragraph 
        (b) of this Section 7.1;

               (2 the Trustee shall not be liable for any error of judgment made
        in good faith by a Trust Officer unless it is proved that the Trustee
        was negligent in ascertaining the pertinent facts; and

               (3 the Trustee shall not be liable with respect to any action it
        takes or omits to take in good faith in accordance with a direction
        received by it pursuant to Section 6.5 or exercising any trust or power
        conferred upon the Trustee under this Indenture.

                                       42
<PAGE>   51

        (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.
        (e) The Trustee may refuse to perform any duty or exercise any right or
power or extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

        (f) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall not be
liable for any interest on any money received by it except as the Trustee may
otherwise agree with the Company.

        SECTION VII.2 Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

        (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.

        (c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

        (d) Subject to the provisions of Section 7.1 (c), the Trustee shall not
be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers.

        (e) Subject to the provisions Section 7.1, the Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
Officers' Certificate, Opinion of Counsel (or both), Company Order or any other
certificate, statement, instrument, opinion report, notice, request, consent,
order, bond, debenture, note, coupon, security or other paper believed to be
genuine and to have been signed or presented by the proper party or parties.

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

        (g) The Trustee may consult with counsel and any written advice or
Opinion of Counsel shall, subject to the provisions of Section 7.1, be full and
complete authorization 

                                       43
<PAGE>   52

and protection in respect of any action taken, suffered or omitted to be taken
by it hereunder in good faith and in reliance thereon in accordance with such
advice or Opinion of Counsel.

        (h) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture 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
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred therein or thereby.

        (i) Prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be bound
to make any investiga tion into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security or other
paper or document unless requested in writing to do so by the Holders of not
less than a majority in the aggregate principal amount of the Securities of such
series then Outstanding; provided, that, if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it
in the making of any such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require such indemnity satisfactory to it
against such expense or liabilities as a condition to proceeding; the reasonable
expense of every such investigation shall be paid by the Company.

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

        SECTION VII.3 Individual Rights of Trustee, etc. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
or coupons and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar or
co-registrar or any other agent of the Company may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

        SECTION VII.4 Trustee's Disclaimer. The recitals contained herein and in
the Securities, except the Trustee's certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities or coupons. The Trustee shall not be accountable for the Company's
use of the proceeds from the Securities and, shall not be responsible for any
statement in the registration statement for the Securities under the Securities
Act of 1933, 


                                       44
<PAGE>   53

as amended, or in the Indenture or the Securities or any coupons (other than its
certificate of authentication) or for the determination as to which beneficial
owners are entitled to receive any notices hereunder.

        SECTION VII.5 Notice of Defaults.. If a Default with respect to the
Securities of any series occurs and is continuing and if it is known to a Trust
Officer, the Trustee shall give to each Holder of Securities of such series
notice of such Default in the manner set forth in TIA Section 315(b) within 90
days after it occurs. Except in the case of a Default described in Section
6.1(1) with respect to any Security of such series or a Default in the payment
of any sinking fund installment with respect to any Security of such series, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of the Holders of Securities of such series.

        SECTION VII.6 Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Holder of Securities a brief report dated as of such
May 15 that complies with TIA Section 313(a). The Trustee also shall comply with
TIA Section 313(b) and (c).

        A copy of each report at the time of its mailing to Holders of
Securities shall be filed with the SEC and each stock exchange on which the
Securities of that series may be listed. The Company agrees to notify the
Trustee whenever the Securities of a particular series become listed on any
stock exchange and of any delisting thereof.

        SECTION VII.7  Compensation and Indemnity. The Company agrees:

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

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

               (c) to indemnify the Trustee for, and to hold it harmless
        against, any loss, liability or expense incurred without negligence or
        bad faith on its part, arising out of or in connection with the
        acceptance or adminis tration of this trust, including the costs and
        expenses of defending itself 

                                       45
<PAGE>   54

        against any claim or liability in connection with the exercise or perfor
        mance of any of its powers or duties hereunder.

        To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities and any coupons on all money
or property held or collected by the Trustee, except that held in trust to pay
the Principal of or interest, if any, on particular Securities or for the
payment of particular coupons.

        The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.1(3) or (4), the expenses are
intended to constitute expenses of administration under any Bankruptcy Law.

        SECTION VII.8 Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series at the time outstanding may remove the Trustee with
respect to the Securities of such series by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

               (1)  the Trustee fails to comply with Section 7.10;

               (2)  the Trustee is adjudged bankrupt or insolvent;

               (3) a receiver or public officer takes charge of the Trustee or
        its property; or

               (4) the Trustee otherwise becomes incapable of acting.

        If the Trustee resigns or is removed or if a vacancy exists in the
office of the Trustee for any reason, with respect to the Securities of one or
more series, the Company shall promptly appoint, by resolution of its Board of
Directors, a successor Trustee with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
series).

        In the case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall deliver a written
acceptance of its appoint ment to the retiring Trustee and to the Company.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective and the successor Trustee shall have all the

                                       46
<PAGE>   55

rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to Holders of Securities of the
particular series with respect to which such successor Trustee has been
appointed. The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in Section
7.7.

        In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees as co-Trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appoint ment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject,
nevertheless, to its lien, if any, provided for in Section 7.7.

        If a successor Trustee with respect to the Securities of any series does
not take office within 30 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of a majority in aggregate
Principal Amount of the Outstand ing Securities of such series at the time
outstanding may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.

                                       47
<PAGE>   56

        If the Trustee fails to comply with Section 7.10, any Holder of a
Security of such series may petition any court of competent jurisdiction for the
removal of such Trustee and the appointment of a successor Trustee.

        SECTION VII.9 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

        SECTION VII.10 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1) and 310(a)(5). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9). In determining whether the Trustee
has conflicting interests as defined in TIA Section 310(b)(1), the provisions
contained in the proviso to TIA Section 310(b)(1) shall be deemed incorporated
herein.

        SECTION VII.11 Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE VIII

                            SATISFACTION AND DISCHARGE

        SECTION VIII.1 Discharge of Liability on Securities. Except as otherwise
contemplated by Section 2.3(a), when (a) the Company delivers to the Trustee all
Outstanding Securities or all Outstanding Securities of any series, as the case
may be, theretofore authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons appertaining to Bearer Securities
surren dered for exchange for Registered Securities and maturing after such
exchange, whose surrender is not required or has been waived as provided in
Section 2.8, (ii) Securities or Securities of such series, as the case may be,
and coupons, if any, which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.9, (iii) coupons, if any,
appertaining to Securities or Securities of such series, as the case may be,
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 3.4, and (iv) Securities or
Securities of such series, as the case may be, and coupons, if any, for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 2.4) for cancellation or (b) all Outstand-

                                       48
<PAGE>   57

ing Securities have become due and payable and the Company deposits with the
Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all
Principal of and interest on Outstanding Securities or all Outstanding
Securities of such series (other than Securities replaced pursuant to Section
2.9), and if in either case the Company pays all other sums payable hereunder by
the Company, then this Indenture shall, subject to Section 7.7, cease to be of
further effect as to all Outstanding Securities or all Outstanding Securities of
any series, as the case may be. The Trustee shall join in the execution of a
document prepared by the Company acknowledging satisfaction and discharge of
this Indenture on demand of the Company accompanied by an Officers' Certificate
and Opinion of Counsel and at the cost and expense of the Company. 

        SECTION VIII.2 Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company on Company Request any money held by them for
the payment of any amount with respect to the Securities that remains unclaimed
for two years; provided, however, that the Trustee or such Paying Agent, before
being required to make any such return, may at the expense and direction of the
Company cause to be published once in an Authorized Newspaper in each Place of
Payment of or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed money then remaining
wilt be returned to the Company. After return to the Company, Holders entitled
to the money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

        SECTION VIII.3 Option to Effect Defeasance or Covenant Defeasance.
Unless otherwise specified as contemplated by Section 2.3(a) with respect to
Securities of a particular series, the Company, may at its option, by Board
Resolution, at any time, with respect to any series of Securities, elect to have
either Section 8.4 or Section 8.5 be applied to all of the outstanding
Securities of any series (the "Defeased Securities"), upon compliance with the
conditions set forth in this Article VIII.

        SECTION VIII.4 Defeasance and Discharge. Upon the Company's exercise
under Section 8.3 of the option applicable to this Section 8.4, the Company
shall be deemed to have been discharged from its obligations with respect to the
Defeased Securities on the date the conditions set forth below in Section 8.6
are satisfied (hereinafter "defeasance"). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the defeased Securities, which shall thereafter be
deemed to be "outstand ing" only for the purposes of Sections 2.4, 2.5,2.6, 2.9,
2.11, 2.12, 4.1, 4.5, 6.6, 6.7, 7.7, 7.8 and 8.2 of this Indenture and to have
satisfied all its other obligations under such series of Securities and this
Indenture insofar as such series of Securities are concerned (and the Trustee,
at the expense of the Company, and, upon written request, shall execute proper
instruments acknowledging the same). Subject to compliance with this Article
VIII, the Company may

                                       49
<PAGE>   58

exercise its option under this Section 8.4 notwithstanding the prior exercise of
its option under Section 8.5 with respect to a series of Securities.

        SECTION VIII.5 Covenant Defeasance. Upon the Company's exercise under
Section 8.3 of the option applicable this Section 8.5, the Company shall be
released from its obligations under Sections 4.2 and 4.3 and Article V and such
other provisions as may be provided as contemplated by Section 2.3(a) with
respect to Securities of a particular series and with respect to the Defeased
Securities on and after the date the conditions set forth below in Section 8.6
are satisfied (hereinafter "covenant defeasance"), and the Defeased Securities
shall thereafter be deemed to be not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences if any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Defeased
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section or
Article described in this Section 8.5, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or Article described in
this Section 8.5 or by reason of any reference in any such Section or Article
described in this Section 8.5 to any other provisions herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.1 but, except as specified above, the remainder of
this Indenture and such Defeased Securities shall be unaffected thereby.

        SECTION VIII.6 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of either Section 8.4 or
Section 8.5 to a series of outstanding Securities.

        (a) The Company shall have irrevocably deposited with the Trustee, in
trust, (i) sufficient funds in the currency or currency unit in which the
Securities of such series are denominated to pay the Principal of and interest
to Stated Maturity (or redemption) on, the Debt Securities of such series, or
(ii) such amount of direct obligations of, or obliga tions the principal of and
interest on which are fully guaranteed by, the government which issued the
currency in which the Securities of such series are denominated, and which are
not subject to prepayment, redemption or call, as will, together with the
predetermined and certain income to accrue thereon without consideration of any
reinvestment thereof, be sufficient to pay when due the Principal of, and
interest to Stated Maturity (or redemption) on, the Debt Securities of such
series.

        (b) The Company shall (i) have delivered an opinion of counsel that the
Holders of the Securities of such series will not recognize income, gain or loss
for United States Federal income tax purposes as a result of such defeasance,
and will be subject to tax in the same manner as if no defeasance and discharge
or covenant defeasance, as the case 


                                       50
<PAGE>   59

may be, had occurred or (ii) in the case of an election under Section 8.4 the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date this Indenture was first
executed, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel in the
United States shall confirm that, the holders of Outstanding Securities of that
particular series will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance.

                                    ARTICLE IX

                              SUPPLEMENTAL INDENTURES

        SECTION IX.1 Supplemental Indentures without Consent of Holders.IX.1
Supplemental Indentures without Consent of Holders. Without the consent of any
Holders of Securities or coupons, the Company and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

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

               (2) to add to the covenants, agreements and obligations of the
        Company for the benefit of the Holders of all of the Securities or any
        series thereof, or to surrender any right or power herein conferred upon
        the Company; or

               (3) to add to or change any of the provisions of this Indenture
        to provide that Bearer Securities may be registrable as to Principal, to
        change or eliminate any restrictions (including restrictions relating to
        payment in the United States) on the payment of Principal of or any
        premium or interest on Bearer Securities, to permit Bearer Securities to
        be issued in exchange for Registered Securities, to permit Bearer
        Securities to be issued in exchange for Bearer Securities of other
        authorized denominations or to permit the issuance of Securities in
        uncertificated form; or

               (4) to establish the form or terms of Securities of any series
        and any related coupons as permitted by Sections 2.1 and 2.3(a),
        respectively; or

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


                                       51
<PAGE>   60

        provide for or facilitate the administration of the trusts hereunder by
        more than one Trustee, pursuant to the requirements of Section 7.8; or

               (6)  to cure any ambiguity, defect or inconsistency; or

               (7) to add to, change or eliminate any of the provisions of this
        Indenture (which addition, change or elimination may apply to one or
        more series of Securi ties), provided that any such addition, change or
        elimination shall neither (A) apply to any Security of any series
        created prior to the execution of such supple mental indenture and
        entitled to the benefit of such provision nor (B) modify the rights of
        the Holder of any such Security with respect to such provision; or

               (8)  to secure the Securities; or

               (9) to make any other change that does not adversely affect the
        rights of any Securityholder.

        SECTION IX.2 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of at least a majority in aggregate Principal
Amount of the Outstanding Securities of each series affected by such
supplemental indenture, the Company and the Trustee may amend this Indenture or
the Securities of any series or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series and any related coupons under this Indenture; provided, however, that no
such amendment or supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

               (1) change the Stated Maturity of the Principal of, or any
        installment of Principal or interest on, any such Security, or reduce
        the Principal Amount thereof or the rate of interest thereon or any
        premium payable upon redemption thereof or reduce the amount of
        Principal of any such Discount Security that would be due and payable
        upon a declaration of acceleration of maturity thereof pursuant to
        Section 6.2, or change the Place of Payment, or change the coin or
        currency in which, any Principal of, or any installment of interest on,
        any such Security is payable, or impair the right to institute suit for
        the enforcement of any such payment on or after the Stated Maturity
        thereof (or, in the case of redemption, on or after the Redemption
        Date);

               (2) reduce the percentage in Principal Amount of the Outstanding
        Securi ties of any series, the consent of whose Holders is required for

                                       52
<PAGE>   61

        any such amend ment or supplemental indenture, or the consent of whose
        Holders is required for any waiver (of compliance with certain
        provisions of this Indenture or certain de faults hereunder and their
        consequences) with respect to the Securities of such series provided for
        in this Indenture; or

               (3) modify any of the provisions of this Section, Section 6.4 or
        6.7, except to increase the percentage of Outstanding Securities of such
        series required for such actions to provide that certain other
        provisions of this Indenture cannot be modified or waived without the
        consent of the Holder of each Outstanding Security affected thereby.

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

        It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such consent approves the
substance thereof.

        After an amendment or supplemental indenture under this Section 9.2
becomes effective, the Company shall mail to each Holder of the particular
Securities affected thereby a notice briefly describing the amendment.

        SECTION IX.3 Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA as then in
effect.

        SECTION IX.4 Revocation and Effect of Consents, Waivers and Actions.
Until an amendment or waiver with respect to a series of Securities becomes
effective, a consent to it or any other action by a Holder of a Security of that
series hereunder is a continuing consent by the Holder and every subsequent
Holder of that Security or portion of that Security that evidences the same
obligation as the consenting Holder's Security, even if notation of the consent,
waiver or action is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent, waiver or action as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the Company or an agent of the Company certifies to the
Trustee that the consent of the requisite aggregate Principal Amount of the
Securities of that series has been obtained. After an amendment, waiver or
action becomes effective, it shall bind every Holder of Securities of that
series.

        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver with respect to 

                                       53
<PAGE>   62

a series of Securities. If a record date is fixed, then notwithstanding the
first two sen tences of the immediately preceding paragraph, those persons who
were Holders of Securities of that series at such record date (or their duly
designated proxies), and only those persons, shall be entitled to revoke any
consent previously given, whether or not such persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date.

        SECTION IX.5 Notation on or Exchange of Securities. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture with respect to such series pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of such series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for outstanding Securities of that series.

        SECTION IX.6 Trustee to Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing such amendment, the Trustee shall be entitled to receive, and
(subject to the provisions of Section 7.1) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.

        SECTION IX.7 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby, except
to the extent otherwise set forth thereon.


                                     ARTICLE X

                                   SINKING FUNDS

        SECTION X.1 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.3(a) for
Securities of such series.

                                       54
<PAGE>   63

        The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 10.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of the Securities of such
series.

        SECTION X.2 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Outstanding Securities of a series with the same issue
date, interest rate and Stated Maturity (other than any previously called for
redemption), together in the case of any Bearer Securities of such series with
the same issue date, interest rate and Stated Maturity with all unmatured
coupons appertaining thereto, and (2) may apply as a credit Securities of a
series with the same issue date, interest rate and Stated Maturity which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any mandatory sinking fund payment with respect to the
Securities of such series with the same issue date, interest rate and Stated
Maturity; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

        SECTION X.3 Redemption of Securities for Sinking Fund. Not less than 60
days (or such shorter period as shall be acceptable to the Trustee) prior to
each sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 10.2 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.4
and 3.6.

                                    ARTICLE XI

                                       55
<PAGE>   64

                         ACTIONS OF HOLDERS OF SECURITIES

        SECTION XI.1 Purposes for which Meetings may be Called. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

        SECTION XI.2 Call, Notice and Place of Meetings. (a) The Trustee may at
any time call a meeting of Holders of Securities of any series for any purpose
specified in Section 11.1, to be held at such time and at such place in the
Borough of Manhattan, The City of New York or, for a series of Securities issued
as Bearer Securities, in London as the Trustee shall determine or, with the
approval of the Company, at any other place. Notice of every meeting of Holders
of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 12.2, not less than 21 nor
more than 180 days prior to the date fixed for the meeting.

        (b) In case at any time the Company or the Holders of at least 10% in
Principal Amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 11.1, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or
the Holders of Securities of such series in the amount above specified, as the
case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York, or for a series of Securities issued as Bearer Securities,
in London, or in such other place as shall be determined and approved by the
Company, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section 11.2.

        SECTION XI.3 Persons Entitled to Vote at Meetings. To be entitled to
vote at any meeting of Holders of Securities of any series, a person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The
only persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

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<PAGE>   65

        SECTION XI.4 Quorum; Action. The persons entitled to vote a majority in
Principal Amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series. In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case, the meeting may be adjourned for a
period determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 11.2(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

        Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in Principal Amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authoriza tion, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in Principal Amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in Principal Amount of the Outstanding Securities
of that series.

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

        SECTION XI.5 Determination of Voting Rights; Conduct and Adjournment of
Meetings. (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
11.7 and the appointment of any proxy shall be proved in the manner specified in
Section 11.7 or by 

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<PAGE>   66

having the signature of the person executing the proxy witnessed or guaranteed
by any trust company, bank or banker authorized by Section 11.7 to certify to
the holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 11.7 or other proof.

        (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 11.2(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of such series represented at the meeting.

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

        (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 11.2 at which a quorum is present may be adjourned from time
to time by persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

        SECTION XI.6 Counting Votes and Recording Action of Meetings. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed signatures of
the Holders of Securities of such series or of their representatives by proxy
and the Principal Amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 11.2 and, if applicable, Section 11.4. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one 

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<PAGE>   67

such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

        SECTION XI.7 Actions of Holders Generally. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing. If Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of such series may, alternatively, be embodied in
and evidenced by the record of Holders of Securities of such series voting in
favor thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of this Article, or a combination of such instru
ments and any such record. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or
both are delivered to the Trustee and, where it is hereby expressly required, to
the Company. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 7.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 11.6.

        (b) The fact and date of the execution by any person of any such
instrument or writing, or the authority of the persons executing the same, may
be proved in any reasonable manner which the Trustee deems sufficient.

        (c) The Principal Amount and serial numbers of Registered Securities
held by the person, and the date of holding the same, shall be proved by the
books of the Registrar.

        (d) The Principal Amount and serial numbers of Bearer Securities held by
any person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed by any trust company, bank,
banker or other depositary, wherever situated, as depositary, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the 

                                       59
<PAGE>   68

Trustee by some other person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The Principal Amount and serial numbers of Bearer Securities held
by any person, and the date of holding the same, may also be proved in any other
manner which the Trustee deems sufficient.

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

        (f) If the Company shall solicit from the Holders any request, demand,
authoriza tion, direction, notice, consent, waiver or other act in accordance
with this Section, the Company may, at its option, by or pursuant to an
Officers' Certificate delivered to the Trustee, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or such other act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determin ing whether Holders of the requisite percentage of
Outstanding Securities or Outstanding Securities of a series, as the case may
be, have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for that
purpose the Outstanding Securities or Outstanding Securities of the series, as
the case may be, shall be computed as of such record date; provided, that no
such authorization, agreement or consent by the Holders on the record date shall
be deemed effective unless such request, demand, authorization, direction,
notice, consent, waiver or other act shall become effective pursuant to the
provisions of clause (a) of this Section 11.7 not later than six months after
the record date.

                                    ARTICLE XII

                                   MISCELLANEOUS

        SECTION XII.1 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by the TIA, the required provision
shall control.

                                       60
<PAGE>   69

        SECTION XII.2 Notices. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail, postage prepaid;
provided, that any notice or communication by and among the Trustee and the
Company may be made by telecopy or other commercially accepted electronic means
and shall be effective upon receipt thereof and shall be confirmed in writing,
mailed by first-class mail, postage prepaid, addressed as follows:

               if to the Company:

               Litton Industries, Inc.
               21240 Burbank Boulevard
               Woodland Hills, California  91367

               Attention: Chief Financial Officer


               if to the Trustee:

               The Bank of New York
               101 Barclay Street, Floor 21 West
               New York, New York 10286

               Attention:  Corporate Trust Administration

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

        Any notice or communication given to a Holder of Registered Securities
shall be mailed to such Securityholder at the Securityholder's address as it
appears on the registra tion books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. Notice shall be sufficiently
given to Holders of Bearer Securities if published in an Authorized Newspaper in
The City of New York and in such other city or cities as may be specified in
such Securities on a Business Day at least twice, the first such publication to
be not earlier than the earliest date, and not later than the latest date,
prescribed for the giving of such notice.

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

                                       61
<PAGE>   70

        Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other Holders of
Securities of the same series. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not received by the
addressee.

        If the Company mails a notice or communication to the Holders of
Securities of a particular series, it shall mail a copy to the Trustee and each
Registrar, co-registrar or Paying Agent, as the case may be, with respect to
such series.

        In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give notice to Holders of
Registered Securities by mail, then such notification as shall be made with the
acceptance of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.

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

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

        SECTION XII.3 Communication by Holders with Other Holders..
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company and the Trustee, the Registrar or the Paying Agent with
respect to a particular series of Securities, and anyone else, shall have the
protection of TIA Section 312(c).

        SECTION XII.4 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                                       62
<PAGE>   71

               (1) an Officers' Certificate stating that, in the opinion of the
        signers, all conditions precedent, if any, provided for in this
        Indenture relating to the proposed action have been complied with; and

               (2) an Opinion of Counsel stating that, in the opinion of such
        counsel, all such conditions precedent have been complied with.

        SECTION XII.5 Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

               (1) statement that each person making such Officers' Certificate
        or Opinion of Counsel has read such covenant or condition;

               (2) a brief statement as to the nature and scope of the
        examination or investigation upon which the statements or opinions
        contained in such Officers' Certificate or Opinion of Counsel are based;
               (3) a statement that, in the opinion of each such person, he has
        made such examination or investigation as is necessary to enable such
        person to express an informed opinion as to whether or not such covenant
        or condition has been complied with; and

               (4) a statement that, in the opinion of such person, such
        covenant or condition has been complied with.

        SECTION XII.6 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

        SECTION XII.7 Rules by Trustee, Paying Agent and Registrar. With respect
to the Securities of a particular series, the Trustee with respect to such
series of Securities may make reasonable rules for action by or a meeting of
Holders of such series of Securities. With respect to the Securities of a
particular series, the Registrar and the Paying Agent with respect to such
series of Securi ties may make reasonable rules for their functions.

        SECTION XII.8 Legal Holidays. A "Legal Holiday" is any day other than a
Business Day. If any specified date (including an Interest Payment Date, Re
demption Date or Stated Maturity of any Security, or a date for giving notice)
is a Legal Holiday at any Place of Payment or place for giving notice, then
(notwithstanding any other provision of this Indenture or of the Securities or
coupons other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or Principal need not be made at such Place of Payment, or
such other 


                                       63
<PAGE>   72

action need not be taken, on such date, but the action shall be taken on the
next succeeding day that is not a Legal Holiday at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity or such other date and to the extent applicable
no Original Issue Dis count or interest, if any, shall accrue for the
intervening period.

        SECTION XII.9 Governing Law and Jurisdiction. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY, THE
TRUSTEE, AND EACH HOLDER OF A SECURITY (BY ACCEPTANCE THEREOF) THEREBY, (I)
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS
LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH
ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY
WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III)
IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK
STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND (C)
THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

        SECTION XII.10 No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder of such Security shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities.

        SECTION XII.11 Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

        SECTION XII.12 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

        SECTION XII.13 Benefits of Indenture. Nothing in this Indenture or in
the Securities, express or implied, shall give to any person, other than the
parties hereto and their succes-

                                       64
<PAGE>   73

sors hereunder and the Holders of Securities, any benefits or any legal or
equitable right, remedy or claim under this Indenture.






                                       65
<PAGE>   74

        SECTION XII.14 Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

                                    LITTON INDUSTRIES, INC.


                                    By:/s/ Carol A. Wiesner
                                       ----------------------------------------
                                        Name:  Carol A. Wiesner
                                        Title: Vice President and Controller
Attest:



/s/ Jeanette M. Thomas
    -------------------------------
Name:  Jeanette M. Thomas
Title: Vice President and Secretary

                                    The Bank of New York, as Trustee



                                    By:/s/ Mary Beth Lewicki
                                       ----------------------------------------
                                       Name:  Mary Beth Lewicki
                                       Title: Assistant Vice President


                                       66
<PAGE>   75

                                     EXHIBIT A

                                    CERTIFICATE

        This is to certify that, based on certificates we have received from our
member organizations substantially in the form set out in the Indenture relating
to the above-captioned Securities, as of the date hereof, U.S.$___________
principal amount of the above-captioned Securities acquired from Litton
Industries, Inc. (i) is owned by persons that are not United States persons (as
defined below), (ii) is owned by United States persons that are (a) foreign
branches of United States financial institutions (as defined in United States
Treasury Regulations Section 1.165-12(c)(1)(v) ("financial institutions"))
purchasing for their own account or for resale or (b) United States persons who
acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such financial institutions on
the date hereof (and in the case of either clause (a) or (b), each financial
institution has agreed for the benefit of Litton Industries, Inc. to comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the regulations thereunder) or
(iii) is owned by financial institutions for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)). Financial institutions described in clause (iii) of the
preceding sentence (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to United States persons or to persons within the United
States or its possessions.

        As used in this Certificate, "United States persons" means citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any political
subdivision thereof or estates or trusts the income of which is subject to
United States Federal income taxation regardless of the source; "United States"
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdic tion; and its "possessions" include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

        We further certify that (i) we are not making available herewith for
exchange any portion of the Temporary Global Bearer Security excepted in such
certificates and (ii) as of the date hereof, we have not received any
notification from any of our member organiza tions to the effect that the
statements made by such member organizations with respect to any portion of the
part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.

                                       67
<PAGE>   76

        We understand that this certificate is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are com menced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceedings. We
agree to retain each statement provided by a member organization for a period of
four calendar years following the year in which the statement is received.

Dated:  _________, 19___*
           *To be dated no
           earlier than the
           Exchange Date.

                                    [MORGAN GUARANTY TRUST COMPANY
                                    OF NEW YORK, BRUSSELS OFFICE,
                                    AS OPERATOR OF THE EUROCLEAR
                                    CLEARANCE SYSTEM]

                                    [CEDEL BANK SOCIETE ANONYME]



                                       68
<PAGE>   77
                             LITTON INDUSTRIES, INC.

                  $200,000,000 6.75% SENIOR DEBENTURES DUE 2018

                              OFFICERS' CERTIFICATE

            Pursuant to Sections 2.1 and 2.3 of the Indenture (the "Indenture"),
dated April 13, 1998, between Litton Industries, Inc., a Delaware corporation
(the "Company"), and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee"), the undersigned, Carol Wiesner, Vice President and
Controller of the Company, and Tim Paulson, Vice President and Treasurer of the
Company, hereby certify on behalf of the Company as follows:

            (1) Authorization. The establishment of a series of Securities of
the Company has been approved and authorized in accordance with the provisions
of the Indenture and in accordance with resolutions adopted by the Board of
Directors of the Company at meetings held on December 4, 1991, December 19,
1991, May 1, 1997, May 23, 1997, and March 20, 1998.

            (2) Compliance with Covenants and Conditions Precedent. All
covenants and conditions precedent provided for in the Indenture relating to
establishment of the form and terms of the Notes (as defined below) as a series
of Securities have been complied with.

            (3) Terms. The terms of the series of the Securities established
pursuant to this Officer's Certificate and in accordance with Section 2.3(a) of
the Indenture shall be as follows:

                     (a) Title. The title of the series of Securities is the
"6.75% Senior Debentures due 2018" (the "Notes").

                     (b)  Aggregate Principal Amount.  The aggregate principal
amount of the Notes which may be authenticated and delivered pursuant to the
Indenture (except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections
2.8, 2.9, 2.11, 3.6, 9.5 or 10.3 of the Indenture and except for any Notes
which, pursuant to Section 2.4 of the Indenture, are deemed never to have been
authenticated and delivered) is $200,000,000.
<PAGE>   78


        (c) Registered Securities; Global Notes; Initial Depositary. Each Note
is issuable only as a Registered Security, without coupons. The Notes shall be
issuable in whole or in part in the form of one or more global Notes. Such
global Notes may be exchanged in whole or in part for individual Notes only on
the terms and conditions set forth in the Indenture. The initial Depositary for
such global Notes shall be The Depositary Trust Company.

        The Notes shall be substantially in the form of Exhibit A attached
hereto, with such modifications thereto as may be approved by the authorized
officer executing the same.

        (d) Persons to Whom Interest Payable. Interest on any Note which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the person in whose name that Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date (whether or not a Business Day) for such interest set forth in
Section 3(f) below, except that defaulted interest shall be payable in the
manner and to the persons provided for in Section 2.13 of the Indenture.

        (e) Stated Maturity. The principal amount of the Notes will be payable
on April 15, 2018.

        (f) Rate of Interest; Interest Payment Date; Regular Record Date;
Accrual of Interest. The Notes will bear interest at the rate of 6.75% per
annum. Interest on the Notes will be paid semi-annually in arrears on April 15
and October 15 of each year (each of which is an Interest Payment Date with
respect to the Notes), commencing on October 15, 1998, and at maturity. The
Regular Record Date for interest payable on each April 15 will be the
immediately preceding April 1, and the Regular Record Date for interest payable
on each October 15 will be the immediately preceding October 1 (in each case
whether or not a Business Day).

        The Notes will bear interest from the date hereof or from the most
recent date to which interest has been paid or duly provided for until the
principal thereof is paid or made available for payment. Interest payments shall
be the amount of interest accrued from and including the most recent date in
respect of which interest has been paid or duly provided for (or from and
including the date of issue if no interest has been paid or duly provided for
with respect to such Note), to but excluding the next succeeding Interest
Payment Date.



                                       2
<PAGE>   79

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

                     (g)      Place of Payment; Registration of Transfer and
Exchange; Notice to Company. Payment of the principal of and interest on the
Notes will be made at the Corporate Trust Office of the Trustee, or at any other
office or agency designated by the Company for such purpose; provided, however,
that, at the option of the Company, payment of interest may be made by check
mailed to the address of the person entitled thereto as such address shall
appear in the register of the Securities. The Notes may be presented for
registration of transfer or exchange at the Corporate Trust Office of the
Trustee or at any other office or agency hereafter designated by the Company for
such purpose. Notices and demands to or upon the Company in respect of the Notes
and the Indenture may be served at the Corporate Trust Office of the Trustee or
at Litton Industries, Inc., 21240 Burbank Boulevard, Woodland Hills, California
91367, Attention: Vice President and Treasurer or at such address as the Company
may designate by notice to Holders of the Notes.

                     (h)      Redemption. The Notes shall be redeemable, in 
whole or from time to time in part, at the option of the Company at any time at
a redemption price equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed and (ii) as determined by an Independent Investment
Banker (as defined), the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the date of redemption
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate (as defined), plus, in each case, accrued
interest thereon to the date of redemption.

                     "Adjusted Treasury Rate" means, with respect to any
            redemption date, the rate per annum equal to the semiannual
            equivalent yield to maturity of the Comparable Treasury Issue (as
            defined), assuming a price for the Comparable Treasury Issue
            (expressed as a percentage of its principal amount) equal to the
            Comparable Treasury Price (as defined) for such redemption date,
            plus 0.1875%.

                     "Comparable Treasury Issue" means the United States
            Treasury security selected by an Independent Investment Banker as
            having a maturity comparable to the remaining term of the Notes to
            be redeemed that would be utilized, at the time of selection and in
            accordance with customary financial practice, in pricing new issues
            of corporate debt securities of comparable maturity to the remaining


                                       3
<PAGE>   80

            term of the Notes. "Independent Investment Banker" means one of the
            Reference Treasury Dealers (as defined) appointed by the Trustee
            after consultation with the Company.

                     "Comparable Treasury Price" means, with respect to any
            redemption date, (i) the average of the bid and asked prices for the
            Comparable Treasury Issue (expressed in each case as a percentage of
            its principal amount) on the third Business Day preceding such
            redemption date, as set forth in the daily statistical release (or
            any successor release) published by the Federal Reserve Bank of New
            York and designated "Composite 3:30 p.m. Quotations for U.S.
            Government Securities" or (ii) if such release (or any successor
            release) is not published or does not contain such prices on such
            Business Day, (A) the Reference Treasury Dealer Quotations (as
            defined) for such redemption date, after excluding the highest and
            lowest such Reference Treasury Dealer Quotations, or (B) if the
            Trustee obtains fewer than three such Reference Treasury Dealer
            Quotations, the average of all such Quotations. "Reference Treasury
            Dealer Quotations" means, with respect to each Reference Treasury
            Dealer and any redemption date, the average, as determined by the
            Trustee, of the bid and asked prices for the Comparable Treasury
            Issue (expressed in each case as a percentage of its principal
            amount) quoted in writing to the Trustee by such Treasury Reference
            Dealer at 5:00 p.m. on the third Business Day preceding such
            redemption date.

                     "Reference Treasury Dealer" means each of Merrill Lynch,
            Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
            Corporation, Goldman Sachs & Co., J.P. Morgan Securities Inc. and
            their respective successors; provided, however, that if any of the
            foregoing shall cease to be a primary U.S. Government securities
            dealer in New York City (a "Primary Treasury Dealer"), the Company
            shall substitute therefor another Primary Treasury Dealer.

                     (i)      Sinking Fund.  The Company shall not be obligated
to redeem or purchase the Notes pursuant to a sinking or purchase fund or
analogous obligation or at the option of any Holder thereof.

                     (j)       Denominations. The Notes are issuable in 
denominations of $1,000 and integral multiples thereof.



                                       4
<PAGE>   81

                     (k)      Additional Covenants.  The Notes shall have the
benefit of the covenants and agreements set forth in this Section 3(k).

                              (i)      Limitation on Liens.  The Company shall
not, and shall not permit any Subsidiary (as defined) to, create, assume or
suffer to exist any mortgage, pledge, lien, encumbrance, charge or security
interest (collectively, a "Lien") upon Restricted Property (as defined) to
secure any debt of the Company, any Subsidiary or any other Person (as defined),
without making effective provision whereby the Notes then outstanding shall be
secured by the Lien equally and ratably with such debt for so long as such debt
shall be so secured, except that the foregoing shall not prevent the Company or
any Subsidiary from creating, assuming or suffering to exist Liens of the
following character:

                                (1) any Lien existing on the date of issuance of
the Notes;

                                (2) any Lien existing on property owned or
leased by a corporation at the time it becomes a Subsidiary;

                                (3) any Lien existing on property at the time of
the acquisition thereof by the Company or a Subsidiary;

                                (4) any Lien to secure any debt incurred prior
to, at the time of, or within 12 months after the acquisition of Restricted
Property for the purpose of financing all or any part of the purchase price
thereof and any Lien to the extent that it secures debt which is in excess of
such purchase price and for the payment of which recourse may be had only
against such Restricted Property;

                                (5) any Lien to secure any debt incurred prior
to, at the time of, or within 12 months after the completion of the construction
and commencement of commercial operation, alteration, repair or improvement of
Restricted Property for the purpose of financing all or any part of the cost
thereof and any Lien to the extent that it secures debt which is in excess of
such cost and for the payment of which recourse may be had only against such
Restricted Property;

                                (6) any Lien securing debt of a Subsidiary owing
to the Company or to another Subsidiary;

                                (7) any Lien in favor of the United States of 
America or any State thereof or any other country, or any agency,
instrumentality or political

                                       5
<PAGE>   82

subdivision of any of the foregoing, to secure partial, progress, advance or
other payments or performance pursuant to the provisions of any contract or
statute, or any Liens securing industrial development, pollution control, or
similar revenue bonds;

                                (8) any extension, renewal or replacement (or
successive extensions, renewals or replacements) in whole or in part of any Lien
referred to in clauses (1) through (7) above, so long as the principal amount of
the debt secured thereby does not exceed the principal amount of debt so secured
at the time of the extension, renewal or replacement (except that, where an
additional principal amount of debt is incurred to provide funds for the
completion of a specific project, the additional principal amount, and any
related financing costs, may be secured by the Lien as well) and the Lien is
limited to the same property subject to the Lien so extended, renewed or
replaced (plus improvements on the property); and

                                (9) any Lien not permitted by clauses (1)
through (8) above securing debt which, together with the aggregate outstanding
principal amount of all other debt of the Company and its Subsidiaries owning
Restricted Property which would otherwise be subject to the foregoing
restrictions and the aggregate Value (as defined) of existing Sale and Leaseback
Transactions (as defined) which would be subject to the restrictions of Section
3(k)(ii) herein but for this clause (9), does not at any time exceed 15% of
Consolidated Net Tangible Assets (as defined).

                              (ii) Limitation on Sale and Leasebacks. The
Company shall not enter into any Sale and Leaseback Transaction, nor permit any
Subsidiary owning Restricted Property so to do, unless either:

                                (1) the Company or such Subsidiary would be
        entitled to incur debt, in a principal amount at least equal to the
        Value of such Sale and Leaseback Transaction, which is secured by Liens
        on the property to be leased (without equally and ratably securing the
        outstanding Notes) because such Liens would be of such character that no
        violation of any of the provisions of Section 3(k)(i) herein would
        result, or

                                (2) the Company during the six months
        immediately following the effective date of such Sale and Leaseback
        Transaction causes to be applied to (A) the acquisition of Restricted
        Property or (B) the voluntary retirement of Funded Debt (as defined)
        (whether by redemption, defeasance, repurchase, or otherwise) an amount
        equal to the Value of such Sale and Leaseback Transaction.



                                       6
<PAGE>   83

                              (iii) Definitions.

                                       "Consolidated Net Tangible Assets" means
                              the total amount of assets (less applicable
                              reserves and other properly deductible items)
                              after deducting (1) all current liabilities
                              (excluding the amount of those which are by their
                              terms extendable or renewable at the option of the
                              obligor to a date more than 12 months after the
                              date as of which the amount is being determined)
                              and (2) all goodwill, tradenames, trademarks,
                              patents, unamortized debt discount and expense and
                              other like intangible assets, all as set forth on
                              the most recent balance sheet of the Company and
                              its consolidated subsidiaries and determined in
                              accordance with generally accepted accounting
                              principles.

                                       "Funded Debt" means indebtedness of the
                              Company or a Subsidiary owning Restricted Property
                              maturing by its terms more than one year after its
                              creation and indebtedness classified as long-term
                              debt under generally accepted accounting
                              principles and in each case ranking at least pari
                              passu with the Notes.

                                       "Restricted Property" means (1) any
                              manufacturing facility, or portion thereof, owned
                              or leased by the Company or any Subsidiary and
                              located within the continental United States of
                              America, which, in the opinion of the Board of
                              Directors, is of material importance to the
                              business of the Company and its Subsidiaries taken
                              as a whole, but no such manufacturing facility, or
                              portion thereof, shall be deemed of material
                              importance if its gross book value (before
                              deducting accumulated depreciation) is less than
                              2% of Consolidated Net Tangible Assets, or (2) any
                              shares of capital stock or indebtedness of any
                              Subsidiary owning any such manufacturing facility.
                              As used in this definition, "manufacturing
                              facility" means property, plant and equipment used
                              for actual manufacturing such as quality
                              assurance, engineering, maintenances, staging
                              areas for work in process materials, employees'
                              eating and comfort facilities and manufacturing
                              administration, and it excludes sales offices,
                              research facilities and facilities used only for
                              warehousing or general administration.



                                       7
<PAGE>   84

                                       "Sale and Leaseback Transaction" means
                              any arrangement with any individual, corporation,
                              partnership, joint venture, association,
                              joint-stock company, trust, unincorporated
                              organization or government or any agency or
                              political subdivision thereof ("Person") pursuant
                              to which the Company or any Subsidiary leases any
                              Restricted Property that has been or is to be sold
                              or transferred by the Company or the Subsidiary to
                              such Person, other than (1) temporary leases for a
                              term, including renewals at the option of the
                              lessee, of not more than three years, (2) leases
                              between the Company and a Subsidiary or between
                              Subsidiaries, (3) leases of a Restricted Property
                              executed by the time of, or within 12 months after
                              the latest of, the acquisition, the completion of
                              construction or improvement, or the commencement
                              of commercial operation of the Restricted
                              Property, and (4) arrangements pursuant to any
                              provision of law with an effect similar to the
                              former Section 168(f)(8) of the Internal Revenue
                              Code of 1954.

                                       Only for purposes of this Section 3(k),
                              "Subsidiary" of any specified corporation means
                              (i) a corporation, a majority of whose shares,
                              interests, rights to purchase, warrants, options,
                              participations or other equivalents of or
                              interests (however designated) in stock with
                              voting power, under ordinary circumstances, to
                              elect directors is, at the date of determination,
                              directly or indirectly owned by the Company, by
                              one or more Subsidiaries of the Company or by the
                              Company and one or more Subsidiaries of the
                              Company or (ii) a partnership in which the Company
                              or a Subsidiary of the Company is at the date of
                              determination, a general partner of such
                              partnership, or (iii) any other Person (other than
                              a corporation or a partnership) in which the
                              Company, a Subsidiary of the Company or the
                              Company and one or more Subsidiaries of the
                              Company, directly or indirectly, at the date of
                              determination, has (x) at least a majority
                              ownership interest or (y) the power to elect or
                              direct the election of a majority of the directors
                              or other governing body of such Person.

                                       "Value" means, with respect to a Sale and
                              Leaseback Transaction, an amount equal to the
                              present value of the lease payments with respect
                              to the term of the lease remaining on the date as
                              of which the amount is being determined, without
                              regard to any 



                                       8
<PAGE>   85

                             renewal or extension options contained in the
                             lease, discounted at the weighted average
                             interest rate on the Notes of all series
                             (including the effective interest rate on any
                             original issue discount Notes) which are
                             outstanding on the effective date of such Sale
                             and Leaseback Transaction and which have the
                             benefit of Section 3(k)(ii) herein.

            (4)      Miscellaneous.

                     (a) Capitalized terms used herein and not otherwise defined
shall have the meanings specified in the Indenture.

                     (b) Concurrently herewith, the undersigned have executed an
Officers' Certificate relating to a series of Securities designated as 6.05% 
Senior Notes due 2003.

                     (c) Pursuant to Section 12.5 of the Indenture, each of the 
undersigned, for him/herself, states that he/she has read and is familiar with
the provisions of Article II of the Indenture relating to the establishment of
the form of security representing a series of Securities thereunder and the
establishment of the terms of a series of Securities thereunder and, in each
case, the definitions therein relating thereto; that he/she is generally
familiar with the other provisions of the Indenture and with the affairs of the
Company and its acts and proceedings and that the statements and opinions made
by him/her in this Officers' Certificate are based upon such familiarity; and
that, in his/her opinion, he/she has made such examination or investigation as
is necessary to enable him/her to express an informed opinion as to whether or
not all conditions precedent provided for in the Indenture related to the
establishment of the form and terms of the Notes have been complied with, and
that in his/her opinion all such conditions precedent have been complied with.

                     (d) This Officers' Certificate may be executed in one or
more counterparts, each of which so executed shall be deemed to be an original,
and shall together constitute one and the same Officers' Certificate.



                                       9
<PAGE>   86

            IN WITNESS WHEREOF, the undersigned have hereunto executed this
Officers' Certificate as of the 13th day of April, 1998.


                             LITTON INDUSTRIES, INC.



                             By: /s/ Carol A. Wiesner
                                 -----------------------------------------
                                 Name:  Carol A. Wiesner
                                 Title:    Vice President and Controller



                             By: /s/ Timothy G. Paulson
                                 -----------------------------------------
                                 Name:  Timothy G. Paulson
                                 Title:    Vice President and Treasurer


                                       10
<PAGE>   87
                             LITTON INDUSTRIES, INC.

                    $100,000,000 6.05% Senior Notes due 2003

                              OFFICERS' CERTIFICATE

        Pursuant to Sections 2.1 and 2.3 of the Indenture (the "Indenture"),
dated April 13, 1998, between Litton Industries, Inc., a Delaware corporation
(the "Company"), and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee"), the undersigned, Carol Wiesner, Vice President and
Controller of the Company, and Tim Paulson, Vice President and Treasurer of the
Company, hereby certify on behalf of the Company as follows:

        (1) Authorization. The establishment of a series of Securities of the
Company has been approved and authorized in accordance with the provisions of
the Indenture and in accordance with resolutions adopted by the Board of
Directors of the Company at meetings held on December 4, 1991, December 19,
1991, May 1, 1997, May 23, 1997 and March 20, 1998.

        (2) Compliance with Covenants and Conditions Precedent. All covenants
and conditions precedent provided for in the Indenture relating to establishment
of the form and terms of the Notes (as defined below) as a series of Securities
have been complied with.

        (3) Terms. The terms of the series of the Securities established
pursuant to this Officer's Certificate and in accordance with Section 2.3(a) of
the Indenture shall be as follows:

             (a) Title. The title of the series of Securities is the "6.05%
Senior Notes due 2003" (the "Notes").

             (b) Aggregate Principal Amount. The aggregate principal amount of
the Notes which may be authenticated and delivered pursuant to the Indenture
(except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9,
2.11, 9.5 or 10.3 of the Indenture and except for any Notes which, pursuant to
Section 2.4 of the Indenture, are deemed never to have been authenticated and
delivered) is $100,000,000.
<PAGE>   88
             (c) Registered Securities; Global Notes; Initial Depositary. Each
Note is issuable only as a Registered Security, without coupons. The Notes shall
be issuable in whole or in part in the form of one or more global Notes. Such
global Notes may be exchanged in whole or in part for individual Notes only on
the terms and conditions set forth in the Indenture. The initial Depositary for
such global Notes shall be The Depositary Trust Company.

                  The Notes shall be substantially in the form of Exhibit A
attached hereto, with such modifications thereto as may be approved by the
authorized officer executing the same.

             (d) Persons to Whom Interest Payable. Interest on any Note which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the person in whose name that Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date (whether or not a Business Day) for such interest set forth in
Section 3(f) below, except that defaulted interest shall be payable in the
manner and to the persons provided for in Section 2.13 of the Indenture.

             (e) Stated Maturity. The principal amount of the Notes will be
payable on April 15, 2003.

             (f) Rate of Interest; Interest Payment Date; Regular Record Date;
Accrual of Interest. The Notes will bear interest at the rate of 6.05% per
annum. Interest on the Notes will be paid semi-annually in arrears on April 15
and October 15 of each year (each of which is an Interest Payment Date with
respect to the Notes), commencing on October 15, 1998, and at maturity. The
Regular Record Date for interest payable on each April 15 will be the
immediately preceding April 1, and the Regular Record Date for interest payable
on each October 15 will be the immediately preceding October 1 (in each case
whether or not a Business Day).

                  The Notes will bear interest from the date hereof or from the
most recent date to which interest has been paid or duly provided for until the
principal thereof is paid or made available for payment. Interest payments shall
be the amount of interest accrued from and including the most recent date in
respect of which interest has been paid or duly provided for (or from and
including the date of issue if no interest has been paid or duly provided for
with respect to such Note), to but excluding the next succeeding Interest
Payment Date.



                                       2
<PAGE>   89

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

             (g) Place of Payment; Registration of Transfer and Exchange; Notice
to Company. Payment of the principal of and interest on the Notes will be made
at the Corporate Trust Office of the Trustee, or at any other office or agency
designated by the Company for such purpose; provided, however, that, at the
option of the Company, payment of interest may be made by check mailed to the
address of the person entitled thereto as such address shall appear in the
register of the Securities. The Notes may be presented for registration of
transfer or exchange at the Corporate Trust Office of the Trustee or at any
other office or agency hereafter designated by the Company for such purpose.
Notices and demands to or upon the Company in respect of the Notes and the
Indenture may be served at the Corporate Trust Office of the Trustee or at
Litton Industries, Inc., 21240 Burbank Boulevard, Woodland Hills, California
91367, Attention: Vice President and Treasurer or at such address as the Company
may designate by notice to Holders of the Notes.

             (h) Redemption. The Notes are not redeemable prior to their Stated
Maturity.

             (i) Sinking Fund. The Company shall not be obligated to redeem or
purchase the Notes pursuant to a sinking or purchase fund or analogous
obligation or at the option of any Holder thereof.

             (j) Denominations. The Notes are issuable in denominations of
$1,000 and integral multiples thereof.

             (k) Additional Covenants. The Notes shall have the benefit of the
covenants and agreements set forth in this Section 3(k).

                  (i) Limitation on Liens. The Company shall not, and shall not
permit any Subsidiary (as defined) to, create, assume or suffer to exist any
mortgage, pledge, lien, encumbrance, charge or security interest (collectively,
a "Lien") upon Restricted Property (as defined) to secure any debt of the
Company, any Subsidiary or any other Person (as defined), without making
effective provision whereby the Notes then outstanding shall be secured by the
Lien equally and ratably with such debt for so long as such debt shall be so
secured, except that the foregoing shall not prevent the Company or any
Subsidiary from creating, assuming or suffering to exist Liens of the following
character:



                                       3
<PAGE>   90

                        (1)  any Lien existing on the date of issuance of the
Notes;

                        (2) any Lien existing on property owned or leased by a
corporation at the time it becomes a Subsidiary;

                        (3)  any Lien existing on property at the time of the
acquisition thereof by the Company or a Subsidiary;

                        (4) any Lien to secure any debt incurred prior to, at
the time of, or within 12 months after the acquisition of Restricted Property
for the purpose of financing all or any part of the purchase price thereof and
any Lien to the extent that it secures debt which is in excess of such purchase
price and for the payment of which recourse may be had only against such
Restricted Property;

                        (5) any Lien to secure any debt incurred prior to, at
the time of, or within 12 months after the completion of the construction and
commencement of commercial operation, alteration, repair or improvement of
Restricted Property for the purpose of financing all or any part of the cost
thereof and any Lien to the extent that it secures debt which is in excess of
such cost and for the payment of which recourse may be had only against such
Restricted Property;

                        (6) any Lien securing debt of a Subsidiary owing to the
Company or to another Subsidiary;

                        (7) any Lien in favor of the United States of America or
any State thereof or any other country, or any agency, instrumentality or
political subdivision of any of the foregoing, to secure partial, progress,
advance or other payments or performance pursuant to the provisions of any
contract or statute, or any Liens securing industrial development, pollution
control, or similar revenue bonds;

                        (8)  any extension, renewal or replacement (or 
successive extensions, renewals or replacements) in whole or in part of any Lien
referred to in clauses (1) through (7) above, so long as the principal amount of
the debt secured thereby does not exceed the principal amount of debt so secured
at the time of the extension, renewal or replacement (except that, where an
additional principal amount of debt is incurred to provide funds for the
completion of a specific project, the additional principal amount, and any
related financing costs, may be secured by the Lien as well) and the Lien is
limited to the same property subject to the Lien so extended, renewed or
replaced (plus improvements on the property); and



                                       4
<PAGE>   91

                        (9)  any Lien not permitted by clauses (1) through (8)
above securing debt which, together with the aggregate outstanding principal
amount of all other debt of the Company and its Subsidiaries owning Restricted
Property which would otherwise be subject to the foregoing restrictions and the
aggregate Value (as defined) of existing Sale and Leaseback Transactions (as
defined) which would be subject to the restrictions of Section 3(k)(ii) herein
but for this clause (9), does not at any time exceed 15% of Consolidated Net
Tangible Assets (as defined).

                  (ii) Limitation on Sale and Leasebacks. The Company shall not
enter into any Sale and Leaseback Transaction, nor permit any Subsidiary owning
Restricted Property so to do, unless either:

                        (1)  the Company or such Subsidiary would be entitled to
incur debt, in a principal amount at least equal to the Value of such Sale and
Leaseback Transaction, which is secured by Liens on the property to be leased
(without equally and ratably securing the outstanding Notes) because such Liens
would be of such character that no violation of any of the provisions of Section
3(k)(i) herein would result, or

                        (2)  the Company during the six months immediately
following the effective date of such Sale and Leaseback Transaction causes to be
applied to (A) the acquisition of Restricted Property or (B) the voluntary
retirement of Funded Debt (as defined) (whether by redemption, defeasance,
repurchase, or otherwise) an amount equal to the Value of such Sale and
Leaseback Transaction.

                  (iii) Definitions.

                        "Consolidated Net Tangible Assets" means the total
                  amount of assets (less applicable reserves and other properly
                  deductible items) after deducting (1) all current liabilities
                  (excluding the amount of those which are by their terms
                  extendable or renewable at the option of the obligor to a date
                  more than 12 months after the date as of which the amount is
                  being determined) and (2) all goodwill, tradenames,
                  trademarks, patents, unamortized debt discount and expense and
                  other like intangible assets, all as set forth on the most
                  recent balance sheet of the Company and its consolidated
                  subsidiaries and determined in accordance with generally
                  accepted accounting principles.



                                       5
<PAGE>   92

                        "Funded Debt" means indebtedness of the Company or a
                  Subsidiary owning Restricted Property maturing by its terms
                  more than one year after its creation and indebtedness
                  classified as long-term debt under generally accepted
                  accounting principles and in each case ranking at least pari
                  passu with the Notes.

                        "Restricted Property" means (1) any manufacturing
                  facility, or portion thereof, owned or leased by the Company
                  or any Subsidiary and located within the continental United
                  States of America, which, in the opinion of the Board of
                  Directors, is of material importance to the business of the
                  Company and its Subsidiaries taken as a whole, but no such
                  manufacturing facility, or portion thereof, shall be deemed of
                  material importance if its gross book value (before deducting
                  accumulated depreciation) is less than 2% of Consolidated Net
                  Tangible Assets, or (2) any shares of capital stock or
                  indebtedness of any Subsidiary owning any such manufacturing
                  facility. As used in this definition, "manufacturing facility"
                  means property, plant and equipment used for actual
                  manufacturing such as quality assurance, engineering,
                  maintenances, staging areas for work in process materials,
                  employees' eating and comfort facilities and manufacturing
                  administration, and it excludes sales offices, research
                  facilities and facilities used only for warehousing or general
                  administration.

                        "Sale and Leaseback Transaction" means any arrangement
                  with any individual, corporation, partnership, joint venture,
                  association, joint-stock company, trust, unincorporated
                  organization or government or any agency or political
                  subdivision thereof ("Person") pursuant to which the Company
                  or any Subsidiary leases any Restricted Property that has been
                  or is to be sold or transferred by the Company or the
                  Subsidiary to such Person, other than (1) temporary leases for
                  a term, including renewals at the option of the lessee, of not
                  more than three years, (2) leases between the Company and a
                  Subsidiary or between Subsidiaries, (3) leases of a Restricted
                  Property executed by the time of, or within 12 months after
                  the latest of, the acquisition, the completion of construction
                  or improvement, or the commencement of commercial operation of
                  the Restricted Property, and (4) arrangements pursuant to any


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<PAGE>   93
                 provision of law with an effect similar to the former Section
                  168(f)(8) of the Internal Revenue Code of 1954.

                        Only for purposes of this Section 3(k), "Subsidiary" of
                  any specified corporation means (i) a corporation, a majority
                  of whose shares, interests, rights to purchase, warrants,
                  options, participations or other equivalents of or interests
                  (however designated) in stock with voting power, under
                  ordinary circumstances, to elect directors is, at the date of
                  determination, directly or indirectly owned by the Company, by
                  one or more Subsidiaries of the Company or by the Company and
                  one or more Subsidiaries of the Company or (ii) a partnership
                  in which the Company or a Subsidiary of the Company is at the
                  date of determination, a general partner of such partnership,
                  or (iii) any other Person (other than a corporation or a
                  partnership) in which the Company, a Subsidiary of the Company
                  or the Company and one or more Subsidiaries of the Company,
                  directly or indirectly, at the date of determination, has (x)
                  at least a majority ownership interest or (y) the power to
                  elect or direct the election of a majority of the directors or
                  other governing body of such Person.

                        "Value" means, with respect to a Sale and Leaseback
                  Transaction, an amount equal to the present value of the lease
                  payments with respect to the term of the lease remaining on
                  the date as of which the amount is being determined, without
                  regard to any renewal or extension options contained in the
                  lease, discounted at the weighted average interest rate on the
                  Notes of all series (including the effective interest rate on
                  any original issue discount Notes) which are outstanding on
                  the effective date of such Sale and Leaseback Transaction and
                  which have the benefit of Section 3(k)(ii) herein.

        (4) Miscellaneous.

             (a) Capitalized terms used herein and not otherwise defined shall
have the meanings specified in the Indenture.



                                       7
<PAGE>   94

             (b) Concurrently herewith, the undersigned have executed an
Officers' Certificate relating to a series of Securities designated as 6.75%
Senior Debentures due 2018.

             (c) Pursuant to Section 12.5 of the Indenture, each of the
undersigned, for him/herself, states that he/she has read and is familiar with
the provisions of Article II of the Indenture relating to the establishment of
the form of security representing a series of Securities thereunder and the
establishment of the terms of a series of Securities thereunder and, in each
case, the definitions therein relating thereto; that he/she is generally
familiar with the other provisions of the Indenture and with the affairs of the
Company and its acts and proceedings and that the statements and opinions made
by him/her in this Officers' Certificate are based upon such familiarity; and
that, in his/her opinion, he/she has made such examination or investigation as
is necessary to enable him/her to express an informed opinion as to whether or
not all conditions precedent provided for in the Indenture related to the
establishment of the form and terms of the Notes have been complied with, and
that in his/her opinion all such conditions precedent have been complied with.

             (d) This Officers' Certificate may be executed in one or more
counterparts, each of which so executed shall be deemed to be an original, and
shall together constitute one and the same Officers' Certificate.




                                       8
<PAGE>   95

        IN WITNESS WHEREOF, the undersigned have hereunto executed this
Officers' Certificate as of the 13th day of April, 1998.


                                   LITTON INDUSTRIES, INC.



                                   By:  /s/ Carol A. Wiesner
                                        ---------------------------------------
                                        Name:  Carol A. Wiesner
                                        Title: Vice President and Controller



                                   By:  /s/ Timothy G. Paulson
                                        ---------------------------------------
                                        Name:  Timothy G. Paulson
                                        Title: Vice President and Treasurer

                                       9