<PAGE>   1
                                                                     Exhibit 4.2





================================================================================




                               NORTHEAST UTILITIES


                                       AND


                              THE BANK OF NEW YORK,
                                   AS TRUSTEE



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


                                    INDENTURE


                        DATED AS OF [            ], 2001
                                     ------------

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


                                  SENIOR NOTES


================================================================================
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       PAGE


<S>                                                                                                                    <C>
ARTICLE ONE                    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..........................         1


         Section 101.        Definitions........................................................................         1

                              Act...............................................................................         2
                              Affiliate.........................................................................         2
                              Attributable Value................................................................         2
                              Authenticating Agent..............................................................         2
                              Board of Directors................................................................         2
                              Board Resolution..................................................................         2
                              Business Day......................................................................         2
                              Commission........................................................................         2
                              Company...........................................................................         2
                              Company Order.....................................................................         2
                              Corporate Trust Office............................................................         3
                              corporation.......................................................................         3
                              Debt..............................................................................         3
                              default...........................................................................         3
                              Defaulted Interest................................................................         3
                              Depositary........................................................................         3
                              Discharged........................................................................         3
                              Event of Default..................................................................         3
                              Exchange Act......................................................................         3
                              Global Security...................................................................         3
                              Holder............................................................................         3
                              Indebtedness......................................................................         3
                              Indenture.........................................................................         4
                              Interest..........................................................................         4
                              Interest Payment Date.............................................................         4
                              Lien..............................................................................         4
                              Maturity..........................................................................         4
                              Net Tangible Assets...............................................................         4
                              Officers' Certificate.............................................................         5
                              Opinion of Counsel................................................................         5
                              Original Issue Discount Security..................................................         5
                              Outstanding.......................................................................         5
                              Paying Agent......................................................................         6
                              Periodic Offering.................................................................         6
                              Person............................................................................         6
                              Place of Payment..................................................................         6
                              Predecessor Security..............................................................         6
                              Redemption Date...................................................................         6
</TABLE>


                                      -i-
<PAGE>   3
                                TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                       PAGE


<S>                                                                                                                    <C>

                              Redemption Price..................................................................         6
                              Regular Record Date...............................................................         6
                              Repayment Price...................................................................         7
                              Responsible Officer...............................................................         7
                              Sale and Leaseback Transaction....................................................         7
                              Security..........................................................................         7
                              Security Register" and "Security Registrar .......................................         7
                              Special Record Date...............................................................         7
                              Stated Maturity...................................................................         7
                              Subsidiary........................................................................         7
                              Trustee...........................................................................         7
                              Trust Indenture Act...............................................................         7
                              U.S. Government Obligations.......................................................         7
                              Vice President....................................................................         8

         Section 102.        Compliance Certificates and Opinions...............................................         8


         Section 103.        Form of Documents Delivered to Trustee.............................................         8


         Section 104.        Acts of Holders....................................................................         9


         Section 105.        Notices, Etc., to Trustee and Company..............................................        11


         Section 106.        Notice to Holders; Waiver..........................................................        11


         Section 107.        Conflict with Trust Indenture Act..................................................        12


         Section 108.        Effect of Headings, Table of Contents, Etc.........................................        12


         Section 109.        Successors and Assigns.............................................................        12


         Section 110.        Separability Clause................................................................        12


         Section 111.        Benefits of Indenture..............................................................        12


         Section 112.        Governing Law......................................................................        12


         Section 113.        Legal Holidays.....................................................................        12


         Section 114.        No Recourse Against Others.........................................................        13


ARTICLE TWO                    SECURITY FORMS...................................................................        13


         Section 201.        Forms Generally....................................................................        13
</TABLE>


                                      -ii-
<PAGE>   4
                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>

         Section 202.        Form of Face of Security...........................................................        14


         Section 203.        Form of Reverse of Security........................................................        16


         Section 204.        Form of Trustee's Certificate of Authentication....................................        19


ARTICLE THREE                  THE SECURITIES...................................................................        20


         Section 301.        Amount Unlimited; Issuable in Series...............................................        20


         Section 302.        Denominations......................................................................        23


         Section 303.        Execution, Authentication, Delivery and Dating.....................................        23


         Section 304.        Temporary Securities...............................................................        26


         Section 305.        Registration, Registration of Transfer and Exchange................................        26


         Section 306.        Mutilated, Destroyed, Lost and Stolen Securities...................................        27


         Section 307.        Payment of Interest; Interest Rights Preserved.....................................        28


         Section 308.        Persons Deemed Owners..............................................................        29


         Section 309.        Cancellation.......................................................................        29


         Section 310.        Computation of Interest............................................................        30


         Section 311.        Global Securities..................................................................        30


         Section 312.        Periodic Offering of Securities....................................................        31


ARTICLE FOUR                   SATISFACTION AND DISCHARGE.......................................................        32


         Section 401.        Satisfaction and Discharge of Indenture............................................        32


         Section 402.        Application of Trust Money.........................................................        33


         Section 403.        Satisfaction, Discharge and Defeasance of Securities of any Series.................        34


ARTICLE FIVE                   EVENTS OF DEFAULT; REMEDIES......................................................        36


         Section 501.        Events of Default..................................................................        36
</TABLE>


                                     -iii-
<PAGE>   5
                                TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>


         Section 502.        Acceleration of Maturity; Rescission and Annulment.................................        37


         Section 503.        Collection of Indebtedness and Suits for Enforcement by Trustee....................        38


         Section 504.        Trustee May File Proofs of Claim...................................................        39


         Section 505.        Trustee May Enforce Claims Without Possession of Securities........................        40


         Section 506.        Application of Money Collected.....................................................        40


         Section 507.        Limitation on Suits................................................................        41


         Section 508.        Unconditional Right of Holders to Receive Principal, Premium and Interest..........        41


         Section 509.        Restoration of Rights and Remedies.................................................        42


         Section 510.        Rights and Remedies Cumulative.....................................................        42


         Section 511.        Delay or Omission Not Waiver.......................................................        42


         Section 512.        Control by Holders.................................................................        42


         Section 513.        Waiver of Past Defaults............................................................        43


         Section 514.        Undertaking for Costs..............................................................        43


ARTICLE SIX                    THE TRUSTEE......................................................................        44


         Section 601.        Certain Duties and Responsibilities................................................        44


         Section 602.        Notice of Defaults.................................................................        45


         Section 603.        Certain Rights of Trustee..........................................................        45


         Section 604.        Not Responsible for Recitals or Issuance of Securities.............................        46


         Section 605.        May Hold Securities................................................................        46


         Section 606.        Money Held in Trust................................................................        47


         Section 607.        Compensation and Reimbursement.....................................................        47


         Section 608.        Conflicting Interests..............................................................        47
</TABLE>


                                      -iv-
<PAGE>   6
                                TABLE OF CONTENTS
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>


         Section 609.        Corporate Trustee Required; Eligibility............................................        48


         Section 610.        Resignation and Removal; Appointment of Successor Trustee..........................        48


         Section 611.        Acceptance of Appointment by Successor.............................................        49


         Section 612.        Merger, Conversion, Consolidation or Succession to Business........................        50


         Section 613.        Preferential Collection of Claims Against Company..................................        51


         Section 614.        Authenticating Agents..............................................................        54


ARTICLE SEVEN                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................        56


         Section 701.        Company to Furnish Trustee Names and Addresses of Holders..........................        56


         Section 702.        Preservation of Information; Communications to Holders.............................        56


         Section 703.        Reports by Trustee.................................................................        58


         Section 704.        Reports by Company.................................................................        59


ARTICLE EIGHT                  CONSOLIDATION, MERGER, CONVEYANCE, SALE OR TRANSFER..............................        60


         Section 801.        Company May Consolidate, Etc., Only on Certain Terms...............................        60


         Section 802.        Successor Corporation to be Substituted............................................        60


ARTICLE NINE                   SUPPLEMENTAL INDENTURES..........................................................        61


         Section 901.        Supplemental Indentures without Consent of Holders.................................        61


         Section 902.        Supplemental Indentures with Consent of Holders....................................        63


         Section 903.        Execution of Supplemental Indentures...............................................        64


         Section 904.        Effect of Supplemental Indentures..................................................        64


         Section 905.        Conformity with Trust Indenture Act................................................        64


         Section 906.        Reference in Securities to Supplemental Indentures.................................        64
</TABLE>


                                      -v-
<PAGE>   7
                                TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>


ARTICLE TEN                    COVENANTS........................................................................        64


         Section 1001.       Payment of Principal, Premium and Interest.........................................        64


         Section 1002.       Maintenance of Office or Agency....................................................        65


         Section 1003.       Money for Securities Payments to Be Held in Trust..................................        65


         Section 1004.       Corporate Existence................................................................        66


         Section 1005.       Maintenance of Properties..........................................................        67


         Section 1006.       Maintenance of Insurance...........................................................        67


         Section 1007.       Limitation on Liens................................................................        67


         Section 1008.       Statement by Officers as to Default................................................        67


         Section 1009.       Defeasance of Certain Obligations..................................................        67


         Section 1010.       Waiver of Certain Covenants........................................................        69


         Section 1011.       Further Assurances.................................................................        69

         Section 1012.       Sale and Leaseback Transactions....................................................        69

ARTICLE ELEVEN                 REDEMPTION OF SECURITIES.........................................................        69


         Section 1101.       Applicability of Article...........................................................        69


         Section 1102.       Election to Redeem; Notice to Trustee..............................................        69


         Section 1103.       Selection by Trustee of Securities to Be Redeemed..................................        70


         Section 1104.       Notice of Redemption...............................................................        70


         Section 1105.       Deposit of Redemption Price........................................................        71


         Section 1106.       Securities Payable on Redemption Date..............................................        71


         Section 1107.       Securities Redeemed in Part........................................................        72


ARTICLE TWELVE                 SINKING FUNDS....................................................................        72


         Section 1201.       Applicability of Article...........................................................        72
</TABLE>


                                      -vi-
<PAGE>   8
                                TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>

         Section 1202.       Satisfaction of Sinking Fund Payments with Securities..............................        72


         Section 1203.       Redemption of Securities for Sinking Fund..........................................        73


ARTICLE THIRTEEN               MEETINGS OF HOLDERS; ACTION WITHOUT MEETING......................................        74


         Section 1301.       Purposes for Which Meetings May Be Called..........................................        74


         Section 1302.       Call, Notice and Place of Meetings.................................................        74


         Section 1303.       Persons Entitled to Vote at Meetings...............................................        74


         Section 1304.       Quorum; Action.....................................................................        75


         Section 1305.       Attendance at Meetings; Determination of Voting Rights;
                             Conduct and Adjournment of Meetings................................................        76


         Section 1306.       Counting Votes and Recording Action of Meetings....................................        76


         Section 1307.       Action Without Meeting.............................................................        77


ARTICLE FOURTEEN               MISCELLANEOUS....................................................................        77


         Section 1401.       Counterparts.......................................................................        77

         Section 1402.       Liability of Trustees and Shareholders.............................................        77
</TABLE>


                                     -vii-
<PAGE>   9

       Reconciliation and tie between the Trust Indenture Act of 1939 and
                    Indenture, dated as of [__________], 2001

<TABLE>
<CAPTION>
    Trust Indenture
      Act Section                                                                             Indenture Section
    ---------------                                                                           -----------------

<S>                                                                                           <C>

Section 310(a)(1)...........................................................................  609
     (a)(2).................................................................................  Not Applicable
     (a)(4).................................................................................  Not Applicable
     (a)(5).................................................................................  609
     (b)....................................................................................  608, 610
     (c)....................................................................................  Not Applicable
Section 311(a)..............................................................................  613(a)
     (b)....................................................................................  613 (b)
     (b)(2).................................................................................  Not Applicable
     (c)....................................................................................  Not Applicable
Section 312(a)..............................................................................  701, 702(a)
     (b)....................................................................................  702(b)
     (c)....................................................................................  702(c)
Section 313(a)..............................................................................  703(a)
     (b)....................................................................................  703(b)
     (c)....................................................................................  703(a), 703(b)
     (d)....................................................................................  703(c)
Section 314(a)..............................................................................  704
     (a)(4).................................................................................  1008
     (b)....................................................................................  Not Applicable
     (c)(1).................................................................................  102
     (c)(2).................................................................................  102
     (c)(3).................................................................................  Not Applicable
     (d)....................................................................................  Not Applicable
     (e)....................................................................................  102
     (f)....................................................................................  Not Applicable
Section 315(a)..............................................................................  601(a)
     (b)....................................................................................  602, 703(a)(8)
     (c)....................................................................................  601(b)
     (d)....................................................................................  601(c)
     (d)(1).................................................................................  601(a)(1)
     (d)(2).................................................................................  601(c)(2)
     (d)(3).................................................................................  601(c)(3)
     (e) ...................................................................................  514
Section 316(a)(1)(A)........................................................................  512
     (a)(1)(B)..............................................................................  502, 513
     (a)(2).................................................................................  Not Applicable
     (b)....................................................................................  508
     (c)....................................................................................  104(e)
</TABLE>


                                      -i-
<PAGE>   10
<TABLE>
<S>                                                                                           <C>
Section 317(a)(1)...........................................................................  503
     (a)(2).................................................................................  504
     (b)....................................................................................  1003
Section 318(a)..............................................................................  107
</TABLE>

----------

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


                                      -ii-
<PAGE>   11
         INDENTURE, dated as of [___________], 2001, between NORTHEAST
UTILITIES, a voluntary association duly organized and existing under the laws of
the Commonwealth of Massachusetts (the "Company"), having its principal office
at 174 Brush Hill Avenue, West Springfield, Massachusetts 01089 and THE BANK OF
NEW YORK, a New York banking corporation, organized and existing under the laws
of the State of New York, as Trustee (the "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 certain of its notes,
debentures and other evidences of indebtedness (the "Securities"), to be issued
in one or more series as in this Indenture provided.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as defined herein) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 101.      Definitions.

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

                         (i) the terms defined in this Section have the meanings
                    ascribed to them in this Section and include the plural as
                    well as the singular;

                         (ii) all other terms used herein which are defined in
                    the Trust Indenture Act, either directly or by reference
                    therein, have the meanings ascribed to them therein;

                         (iii) all accounting terms not otherwise defined herein
                    have the meanings ascribed to them in accordance with
                    generally accepted accounting principles, and, except as
                    otherwise herein expressly provided, the term "generally
                    accepted accounting principles" with respect to any
                    computation required or permitted hereunder shall mean such
                    accounting principles as are generally accepted at the date
                    of such computation;
<PAGE>   12
                         (iv) the words "herein", "hereof" and "hereunder" and
                    other words of similar import refer to this Indenture as a
                    whole and not to any particular Article, Section or other
                    subdivision; and

                         (v) certain terms used in Section 613 have the meanings
                    ascribed to them in such Section.

         The following terms have the following meanings:

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

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

          "Attributable Value" means, as to any particular lease under which the
     Company is at any time liable as lessee and at any date as of which the
     amount thereof is to be determined, the amount equal to the greater of (i)
     the net proceeds from the sale or transfer of the property leased pursuant
     to the Sale and Leaseback Transaction or (ii) the net book value of the
     property, as determined by the Company in accordance with generally
     accepted accounting principles at the time of entering into the Sale and
     Leaseback Transaction, in either case multiplied by a fraction, the
     numerator of which shall be equal to the number of full years of the term
     of the lease that is part of the Sale and Leaseback Transaction remaining
     at the time of determination and the denominator of which shall be equal to
     the number of full years of the term, without regard, in any case, to any
     renewal or extension options contained in the lease.

          "Authenticating Agent" means any Person authorized to authenticate and
     deliver the Securities on behalf of the Trustee pursuant to Section 614
     hereof.

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

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

          "Business Day", when used with respect to any Place of Payment, means
     each day which is not a Saturday, a Sunday or a day on which banking
     institutions in that Place of Payment are authorized or obligated by law to
     remain closed.

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

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

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


                                      -2-
<PAGE>   13
          "Corporate Trust Office" means the principal office of the Trustee in
     New York, New York, at which at any particular time its corporate trust
     business is administered, which at the date hereof is 101 Barclay Street,
     New York, NY 10286, Attention: Corporate Trust Administration.

          "corporation" means a corporation, association, company, joint-stock
     company, limited liability company or business trust.

          "Debt" means, with respect to any Person, any notes, bonds, debentures
     or other evidences of indebtedness for borrowed money.

          "default" for purposes of Section 601 of this Indenture means an
     "Event of Default" as specified in Section 501 hereof, and for purposes of
     Section 310(b) of the Trust Indenture Act, "default" means an "Event of
     Default" as specified in Section 501 hereof but exclusive of any period of
     grace or requirement of notice.

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

          "Depositary" means, with respect to the Securities of any series
     issuable or issued in whole or in part in the form of one or more Global
     Securities, the Person designated as Depositary by the Company pursuant to
     Section 301 hereof, which must be a clearing agency registered under the
     Exchange Act, and, if so provided pursuant to Section 301 hereof with
     respect to the Securities of a series, any successor to such Person. If at
     any time there is more than one such Person, "Depositary" shall mean, with
     respect to any series of Securities, the qualifying entity which has been
     appointed with respect to the Securities of that series.

          "Discharged" means, with respect to the Securities of any series, the
     discharge of the entire Indebtedness represented by, and obligations of the
     Company under, the Securities of such series and in the satisfaction of all
     the obligations of the Company under this Indenture relating to the
     Securities of such series, except (A) the rights of Holders of the
     Securities of such series to receive, from the trust fund described in
     Section 403 hereof, payment of the principal of and interest and premium,
     if any, on the Securities of such series when such payments are due, (B)
     the Company's obligations with respect to the Securities of such series
     with respect to registration, transfer, exchange and maintenance of a Place
     of Payment and (C) the rights, powers, trusts, duties, protections and
     immunities of the Trustee under this Indenture.

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

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

          "Global Security" means a Security evidencing all or part of a series
     of Securities, issued to the Depositary for such series or its nominee and
     registered in the name of such Depositary or nominee.

          "Holder" means a Person in whose name a Security is registered in the
     Security Register.

          "Indebtedness" means, with respect to any Person (without
     duplication), (a) any liability of such Person (1) for borrowed money or
     under any reimbursement obligation relating to a letter of credit,
     financial bond or similar instrument or agreement, (2) evidenced by a bond,
     note, debenture or similar instrument or agreement (including a purchase
     money obligation) given in connection with the acquisition of any business,
     properties or assets of any kind (other than a trade payable or a current
     liability arising in the ordinary course of business or a performance


                                      -3-

<PAGE>   14
     bond or similar obligation), (3) for the payment of money relating to any
     obligations under any capital lease of real or personal property or (4) for
     purposes of Section 1007, under any agreement or instrument in respect of
     an interest rate or currency swap, exchange or hedging transaction or other
     financial derivatives transaction; (b) any liability of others described in
     the preceding clause (a) that the Person has guaranteed or that is
     otherwise its legal liability; and (c) any amendment, supplement,
     modification, deferral, renewal, extension or refunding of any liability of
     the types referred to in clauses (a) and (b) above. For the purpose of
     determining any particular amount of Indebtedness under this definition,
     guarantees of (or obligations with respect to letters of credit or
     financial bonds supporting) Indebtedness otherwise included in the
     determination of such amount shall not be included.

          "Indenture" means this instrument as originally executed or as it may
     from time to time be supplemented or amended by one or more indentures
     supplemental hereto entered into pursuant to the applicable provisions
     hereof and includes the terms of particular series of Securities
     established as contemplated by Section 301 hereof; provided, however, that
     if at any time more than one Person is acting as Trustee under this
     instrument due to the appointment of one or more separate Trustees for any
     one or more separate series of Securities pursuant to Section 610,
     "Indenture" shall mean, with respect to such series of Securities for which
     any such Person is Trustee, this instrument as originally executed or as it
     may from time to time be supplemented or amended by one or more indentures
     supplemental hereto entered into pursuant to the applicable provisions
     hereof and shall include the terms of particular series of Securities for
     which such Person is Trustee established as contemplated by Section 301,
     exclusive, however, of any provisions or terms which relate solely to other
     series of Securities for which such Person is not Trustee, regardless of
     when such provisions or terms were adopted, and exclusive of any provisions
     or terms adopted by means of one or more indentures supplemental hereto
     executed and delivered after such Person had become such Trustee but to
     which such Person, as such Trustee, was not a party.

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

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

          "Lien" means, with respect to any property or assets, any mortgage or
     deed of trust, pledge, hypothecation, assignment, security interest, lien,
     encumbrance, or other security arrangement of any kind or nature whatsoever
     on or with respect to such property or assets (including any conditional
     sale or other title retention agreement having substantially the same
     economic effect as any of the foregoing).

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

          "Net Tangible Assets" means the total of all assets (including
     revaluations thereof as a result of commercial appraisals, price level
     restatement or otherwise) appearing on a balance


                                      -4-
<PAGE>   15
     sheet of the Company and its Subsidiaries, net of applicable reserves
     and deductions, but excluding goodwill, trade names, trademarks, patents,
     unamortized debt discount and all other like intangible assets (which term
     shall not be construed to include such revaluations), less the aggregate of
     the current liabilities of the Company and its Subsidiaries appearing on
     such balance sheet.

          "Officers' Certificate" means a certificate signed by the Company's
     Chief Executive Officer, President, Vice President, or General Manager and
     by its Treasurer, an Assistant Treasurer, the Secretary or an Assistant
     Secretary, and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
     employee of or regular counsel for the Company, or may be other counsel
     reasonably acceptable to the Trustee.

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

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

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

               (ii) Securities, or portions thereof, for whose payment or
          redemption money or U.S. Government Obligations in the necessary
          amount has been theretofore deposited with the Trustee or any Paying
          Agent (other than the Company) in trust or set aside and segregated in
          trust by the Company (if the Company acts as its own Paying Agent) for
          the Holders of such Securities; provided that, if such Securities are
          to be redeemed, notice of such redemption has been duly given pursuant
          to this Indenture or provision therefor satisfactory to the Trustee
          has been made; and

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

     provided, however, that in determining whether the Holders of the
     requisite principal amount of the Outstanding Securities have given any
     request, demand, authorization, direction, notice, consent or waiver
     hereunder, (a) the principal amount of an Original Issue Discount Security
     that shall be deemed to be Outstanding for such purposes shall be the
     amount of the principal thereof that would be due and payable as of the
     date of such determination upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 502 hereof, (b) if, as of such date,
     the principal amount payable at the Stated Maturity of a Security is not
     determinable, the principal amount of such Security which shall be deemed
     to be Outstanding shall be the amount as


                                      -5-
<PAGE>   16
     specified or determined as contemplated by Section 301, (c) the
     principal amount of a Security denominated in one or more foreign
     currencies or currency units which shall be deemed to be Outstanding shall
     be the U.S. dollar equivalent, determined as of such date in the manner
     provided as contemplated by Section 301, of the principal amount of such
     Security (or, in the case of a Security described in clause (a) or (b)
     above, of the amount determined as provided in such clause), and (d)
     Securities owned by the Company or any other obligor upon the Securities or
     any Affiliate of the Company or of such other obligor shall be disregarded
     and deemed not to be Outstanding, except that in determining whether the
     Trustee shall be protected in relying upon any such request, demand,
     authorization, direction, notice, consent or waiver, only Securities which
     the Trustee knows to be so owned shall be so disregarded. Securities so
     owned as described in (d) above which have been pledged in good faith may
     be regarded as Outstanding if the pledgee certifies to the Trustee the
     pledgee's right so to act with respect to such Securities and that the
     pledgee is not the Company or any other obligor upon the Securities or any
     Affiliate of the Company or of such other obligor.

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

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

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

          "Place of Payment", when used with respect to the Securities of any
     series, means the place or places where the principal of (and premium, if
     any) and interest, if any, on the Securities of that series are payable as
     specified in or as contemplated by Section 301 hereof.

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

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

          "Redemption Price", when used with respect to any Security to be
     redeemed, means the price at which it is to be redeemed pursuant to this
     Indenture, exclusive of accrued and unpaid interest, if any.

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


                                      -6-
<PAGE>   17
          "Repayment Price", when used with respect to any Security to be repaid
     at the option of the Holder, means the price specified in such Security or
     pursuant to this Indenture at which it is to be repaid pursuant to such
     Security.

          "Responsible Officer", when used with respect to the Trustee, means
     any Vice President or any trust officer of the Trustee, which in each case
     is assigned to its Corporate Trust Department, and also means, with respect
     to a particular corporate trust matter, any other trust officer to whom
     such matter is referred because of his knowledge of and familiarity with
     the particular subject.

          "Sale and Leaseback Transaction" means any transaction or series of
     related transactions relating to property now owned or hereafter acquired
     by the Company whereby the Company transfers the property to a Person and
     the Company leases it from that Person for a period, including renewals, in
     excess of 36 months.

          "Security" has the meaning stated in the first recital of this
     Indenture and more particularly means any Security authenticated and
     delivered under this Indenture; provided, however, that if at any time
     there is more than one Person acting as Trustee under this Indenture,
     "Security" with respect to the Indenture as to which such Person is Trustee
     shall have the meaning stated in the first recital of this Indenture and
     shall more particularly mean any Security authenticated and delivered under
     this Indenture, exclusive, however, of Securities of any series as to which
     such Person is not Trustee.

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

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

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

          "Subsidiary" means an entity more than 50% of the outstanding voting
     stock (or comparable equity interest) of which is owned, directly or
     indirectly, by the Company or by one or more other Subsidiaries, or by the
     Company and one or more other Subsidiaries. For the purposes of this
     definition, "voting stock" means stock of the class or classes having
     general voting power under ordinary circumstances to elect at least a
     majority of the board of directors of a corporation (irrespective of
     whether or not at the time stock of any other class or classes shall have
     or might have voting power by reason of the happening of any contingency).

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

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

          "U.S. Government Obligations" means direct obligations of the United
     States for the payment of which its full faith and credit is pledged, or
     obligations of a person controlled or


                                      -7-

<PAGE>   18
     supervised by and acting as an agency or instrumentality of the United
     States and the payment of which is unconditionally guaranteed by the United
     States, and shall also include a depository receipt issued by a bank or
     trust company as custodian with respect to any such U.S. Government
     Obligation or a specific payment of interest on or principal of any such
     U.S. Government Obligation held by such custodian for the account of a
     holder of a depository receipt; provided that (except as required by law)
     such custodian is not authorized to make any deduction from the amount
     payable to the holder of such depository receipt from any amount received
     by the custodian in respect of the U.S. Government Obligation or the
     specific payment of interest on or principal of the U.S. Government
     Obligation evidenced by such depository receipt.

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

     Section 102. Compliance Certificates and Opinions.

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

          Every certificate or opinion with respect to compliance with a
     condition or covenant provided for in this Indenture shall include:

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

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

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

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

     Section 103. Form of Documents Delivered to Trustee.

          In any case where several matters are required to be certified by, or
     covered by an opinion of, any specified Person, it is not necessary that
     all such matters be certified by, or


                                      -8-
<PAGE>   19
     covered by the opinion of, only one such Person, or that they be so
     certified or covered by only one document, but one such Person may certify
     or give an opinion with respect to some matters and one or more other such
     Persons as to other matters, and any such Person may certify or give an
     opinion as to such matters in one or several documents.

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

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

     Section 104. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given or taken by
     Holders may be embodied in and evidenced by one or more instruments of
     substantially similar tenor signed by such Holders in person or by an agent
     duly appointed in writing; and, except as herein otherwise expressly
     provided, such action shall become effective when such instrument or
     instruments are delivered to the Trustee and, where it is hereby expressly
     required, to the Company. Such instrument or instruments (and the action
     embodied therein and evidenced thereby) are herein sometimes referred to as
     the "Act" of the Holders signing such instrument or instruments. Proof of
     execution of any such instrument or of a writing appointing any such agent
     shall be sufficient for any purpose of this Indenture and (subject to
     Section 601 hereof) conclusive in favor of the Trustee and the Company, if
     made in the manner provided in this Section 104.

          Without limiting the generality of the foregoing, unless otherwise
     established in or pursuant to a Board Resolution or set forth or determined
     in an Officers' Certificate, or established in one or more indentures
     supplemental hereto, pursuant to Section 301 hereof, a Holder, including a
     Depositary that is a Holder of a Global Security, may make, give or take,
     by a proxy, or proxies, duly appointed in writing, any request, demand,
     authorization, direction, notice, consent, waiver or other action provided
     in this Indenture to be made, given or taken by Holders, and a Depositary
     that is a Holder of a Global Security may provide its proxy or proxies to
     the beneficial owners of interests in any such Global Security through such
     Depositary's standing instructions and customary practices.

          (b) The fact and date of the execution by any Person of any such
     instrument, writing or proxy may be proved by the affidavit of a witness of
     such execution or by a certificate of a notary public or other officer
     authorized by law to take acknowledgments of deeds, certifying that the
     individual signing such instrument, writing or proxy acknowledged to him
     the execution


                                      -9-
<PAGE>   20
     thereof. Where such execution is by a signer acting in a capacity
     other than his individual capacity, such certificate or affidavit shall
     also constitute sufficient proof of his authority. The fact and date of the
     execution of any such instrument, writing or proxy, or the authority of the
     Person executing the same, may also be proved in any other manner which the
     Trustee deems sufficient.

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

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

          (e) The Company may set any day as the record date for the purpose of
     determining the Holders of Outstanding Securities of any series entitled to
     make any request or demand, or give any authorization, direction, notice,
     consent or waiver, or take any other action, provided or permitted by this
     Indenture to be made, given or taken by Holders of Securities of such
     series.

          With regard to any record date set pursuant to this paragraph, the
     Holders of Outstanding Securities of the relevant series on such record
     date (or their duly appointed agents), and only such Persons, shall be
     entitled to take relevant action, whether or not such Holders remain
     Holders after such record date. With regard to any action that may be taken
     hereunder only by Holders of a requisite principal amount of Outstanding
     Securities of any series (or their duly appointed agents) and for which a
     record date is set pursuant to this paragraph, the Company may, at its
     option, set an expiration date after which no such action purported to be
     taken by any Holder shall be effective hereunder unless taken on or prior
     to such expiration date by Holders of the requisite principal amount of
     Outstanding Securities of such series on such record date (or their duly
     appointed agents). On or prior to any expiration date set pursuant to this
     paragraph, the Company may, on one or more occasions at its option, extend
     such expiration date to any later date. Nothing in this paragraph shall
     prevent any Holder (or any duly appointed agent thereof) from taking, at
     any time, any action contrary to or different from, any action previously
     taken, or purported to have been taken, hereunder by such Holder, in which
     event the Company may set a record date in respect thereof pursuant to this
     paragraph. Notwithstanding the foregoing or the Trust Indenture Act, the
     Company shall not set a record date for, and the provisions of this
     paragraph shall not apply with respect to, any action to be taken by
     Holders pursuant to Section 501, 502 or 512 hereof.

          Upon receipt by the Trustee of notice of any default described in
     Section 501 hereof, any declaration of acceleration, or any rescission and
     annulment of any such declaration, pursuant to Section 502 hereof or of any
     direction in accordance with Section 512 hereof, a record date shall
     automatically and without any other action by any Person be set for the
     purpose of determining the Holders of Outstanding Securities of the series
     entitled to join in such notice, declaration, or rescission and annulment,
     or direction, as the case may be, which record date shall be the close of
     business on the day the Trustee receives such notice, declaration,
     rescission and annulment or direction, as the case may be. The Holders of
     Outstanding Securities of such series on such record date (or their duly
     appointed agent), and only such Persons, shall be entitled to join in


                                      -10-
<PAGE>   21
     such notice, declaration, rescission and annulment, or direction, as
     the case may be, whether or not such Holders remain Holders after such
     record date; provided that, unless such notice, declaration, rescission and
     annulment, or direction, as the case may be, shall have become effective by
     virtue of Holders of the requisite principal amount of Outstanding
     Securities of such series on such record date (or their duly appointed
     agents) having joined therein on or prior to the 90th day after such record
     date, such notice of default, declaration, or rescission and annulment or
     direction given or made by the Holders, as the case may be, shall
     automatically and without any action by any Person be canceled and of no
     further effect. Nothing in this paragraph shall prevent a Holder (or a duly
     appointed agent thereof) from giving, before or after the expiration of
     such 90-day period, a notice of default, a declaration of acceleration, a
     rescission and annulment of a declaration of acceleration or a direction in
     accordance with Section 512 hereof, contrary to or different from, or,
     after the expiration of such period, identical to, a previously given
     notice, declaration, rescission and annulment, or direction, as the case
     may be, that has been canceled pursuant to the proviso to the preceding
     sentence, in which event a new record date in respect thereof shall be set
     pursuant to this paragraph.

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

          Any request, demand, authorization, direction, notice, consent, waiver
     or Act of Holders or other document provided or permitted by this Indenture
     to be made upon, given or furnished to, or filed with,

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

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

     Section 106. Notice to Holders; Waiver.

          Where this Indenture provides for notice to Holders of any event, such
     notice shall be sufficiently given (unless otherwise herein expressly
     provided) if in writing and mailed, first-class postage prepaid, to each
     Holder affected by such event, at his address as it appears in the Security
     Register, not later than the latest date, and not earlier than the earliest
     date, prescribed for the giving of such notice. In any case where notice to
     Holders is given by mail, neither the failure to mail such notice, nor any
     defect in any notice so mailed, to any particular Holder shall affect the
     sufficiency of such notice with respect to other Holders. Where this
     Indenture provides for notice in any manner, such notice may be waived in
     writing by the Person entitled to receive such notice, either before or
     after the event, and such waiver shall be the equivalent of such notice.
     Waivers of notice by Holders shall be filed with the Trustee, but such
     filing shall not be a condition precedent to the validity of any action
     taken in reliance upon such waiver.


                                      -11-
<PAGE>   22
          In case by reason of the suspension of regular mail service or by
     reason of any other cause it shall be impracticable to give such notice by
     mail, then such notification as shall be made at the direction of the
     Company in a manner reasonably calculated, to the extent practicable under
     the circumstances, to provide prompt notice and shall constitute a
     sufficient notification for every purpose hereunder.

     Section 107. Conflict with Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with any
     provision of the Trust Indenture Act or another provision which is required
     or deemed to be included in this Indenture by any of the provisions of the
     Trust Indenture Act, the provision or requirement of the Trust Indenture
     Act shall control. If any provision of this Indenture modifies or excludes
     any provision of the Trust Indenture Act that may be so modified or
     excluded, such provision of the Trust Indenture Act shall be deemed to
     apply to this Indenture as so modified or excluded, as the case may be.

     Section 108. Effect of Headings, Table of Contents, Etc.

          The Article and Section headings herein, the Table of Contents and the
     Reconciliation and tie between the Trust Indenture Act of 1939 and this
     Indenture are for convenience only and shall not affect the construction
     hereof.

     Section 109. Successors and Assigns.

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

     Section 110. Separability Clause.

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

     Section 111. Benefits of Indenture.

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

     Section 112. Governing Law.

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

     Section 113. Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date, Stated
     Maturity or date of repayment at the option of a Holder of any Security
     shall not be a Business Day at any Place


                                      -12-
<PAGE>   23
     of Payment, then (notwithstanding any other provision of this
     Indenture or of the Securities) payment of interest, if any, or principal
     (and premium, if any) need not be made on such date at such Place of
     Payment, but may be made on the next succeeding Business Day at such Place
     of Payment with the same force and effect as if made on the Interest
     Payment Date, Redemption Date, at the Stated Maturity or on the date of
     repayment, provided that no interest shall accrue for the period from and
     after such Interest Payment Date, Redemption Date, Stated Maturity or date
     of repayment, as the case may be.

     Section 114. No Recourse Against Others.

          No recourse for the payment of the principal of or any premium or
     interest on any Security or for any claim based thereon or otherwise in
     respect thereof, and no recourse under or upon any obligation, covenant or
     agreement of the Company, contained in this Indenture or in any
     supplemental indenture, or in any Security, or because of the creation of
     any Indebtedness represented thereby, shall be had against any
     incorporator, stockholder, officer or director, as such, past, present or
     future, of the Company or any successor corporation, either directly or
     through the Company or any successor corporation, whether by virtue of any
     constitution, statute or rule of law, or by the enforcement of any
     assessment or penalty or otherwise; it being expressly understood that all
     such liability is hereby expressly waived and released as a condition of,
     and as a consideration for, the execution of this Indenture and the
     issuance of the Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

     Section 201. Forms Generally.

          The Securities of each series shall be in substantially the form set
     forth in this Article, or in such other form as shall be established by or
     pursuant to a Board Resolution or in one or more indentures supplemental
     hereto, in each case with such appropriate insertions, omissions,
     substitutions and other variations as are required or permitted by this
     Indenture, and may have such letters, numbers or other marks of
     identification and such legends or endorsements placed thereon as may be
     required to comply with the rules of any securities exchange or as may,
     consistently herewith, be determined by the officer or officers executing
     such Securities, as evidenced by the officer's or officers' execution of
     the Securities. If the form of Securities of any series is established by
     action taken pursuant to a Board Resolution, a copy of an appropriate
     record of such action shall be certified by an authorized officer of the
     Company, and delivered to the Trustee at or prior to the delivery of the
     Company Order contemplated by Section 303 hereof for the authentication and
     delivery of such Securities.

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

          The definitive Securities shall be printed, lithographed or engraved
     on steel engraved borders or may be produced in any other manner, all as
     determined by the officer or officers executing such Securities, as
     evidenced by the officer's or officers' execution of such Securities.


                                      -13-
<PAGE>   24
     Section 202. Form of Face of Security.

          [If the Security is to be a Global Security, insert - This Security is
     a Global Security within the meaning of the Indenture hereinafter referred
     to and is registered in the name of a Depositary or a nominee of a
     Depositary. This Security is exchangeable for Securities registered in the
     name of a Person other than the Depositary or its nominee only in the
     limited circumstances described in the Indenture, and no transfer of this
     Security (other than a transfer of this Security as a whole by the
     Depositary to a nominee of the Depositary or by a nominee of the Depositary
     to the Depositary or another nominee of the Depositary) may be registered
     except in limited circumstances.

          Unless this Global Security is presented by an authorized
     representative of The Depository Trust Company, a New York corporation
     ("DTC"), to the issuer or its agent for registration of transfer, exchange
     or payment, and any definitive Security is issued in the name of Cede & Co.
     or in such other name as is requested by an authorized representative of
     DTC (and any payment is made to Cede & Co. or to such other entity as is
     requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in
     as much as the registered owner hereof, Cede & Co., has an interest
     herein.]

                               NORTHEAST UTILITIES
                             [Title of the Security]


     CUSIP NO. ___________                                          $___________

     NO.  ______________

          NORTHEAST UTILITIES, a voluntary association duly organized and
     existing under the laws of the Commonwealth of Massachusetts (the
     "Company", which term includes any successor corporation under the
     Indenture hereinafter referred to), for value received, hereby promises to
     pay to ___________________________________, or registered assigns, the
     principal sum of ________________________ Dollars on
     _________________________________ [If the Security is to bear interest
     prior to Maturity, insert - , and to pay interest thereon from ________, or
     from the most recent Interest Payment Date to which interest has been paid
     or duly provided for, [semi-annually] on [____________ AND ___________] in
     each year, commencing ________, at the rate per annum provided in the title
     hereof, until the principal hereof is paid or made available for payment
     [If applicable, insert - , and, subject to the terms of the Indenture, at
     the rate per annum provided in the title hereof on any overdue principal
     and premium and (to the extent that the payment of such interest shall be
     legally enforceable) on any overdue installment of interest]. The interest
     so payable, and punctually paid or duly provided for, on any Interest
     Payment Date will, as provided in such Indenture, be paid to the Person in
     whose name this Security is registered at the close of business on the
     Regular Record Date for such interest which shall be (1) the business day
     next preceding such Interest Payment Date if the Security remains in
     book-entry only form or (2) the 15th calendar day (whether or not a
     Business Day) next preceding such Interest Payment Date if the Security
     does not remain in book-entry only form. Any such interest not so
     punctually paid or duly provided for will forthwith cease to be payable to
     the Holder on such date and may either be paid to the Person in whose name
     this Security is


                                      -14-

<PAGE>   25
     registered at the close of business on a Special Record Date for the
     payment of such Defaulted Interest to be fixed by the Trustee, notice
     whereof shall be given to Holders of Securities of this series not less
     than 10 days prior to such Special Record Date, or be paid at any time in
     any other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities of this series may be listed,
     and upon such notice as may be required by such exchange, all as more fully
     provided in said Indenture.]

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

          Payment of the principal of (and premium, if any) and interest[, if
     any,] on this Security will be made at the office or agency of the Company
     maintained for that purpose in ________, in [such coin or currency of the
     United States of America as at the time of payment is legal tender for the
     payment of public and private debts - or state other currency] [If this
     Security is not a Global Security, insert - ; provided, however, that at
     the option of the Company payment of interest may be made by check mailed
     to the address of the Person entitled thereto as such address shall appear
     in the Security Register] [If this Security is a Global Security, insert
     applicable manner of payment].

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

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

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

     Dated:

       [Seal]         NORTHEAST UTILITIES




                      By________________________________________________________
                        [Name]


                                      -15-
<PAGE>   26
                                     [Title]

     [If more than one               By
     officer is to sign -              [Name]
                                       [Title]

     Section 203. Form of Reverse of Security.

                               NORTHEAST UTILITIES
                             [Title of the Security]


          This Security is one of a duly authorized issue of securities of the
     Company (the "Securities"), issued and to be issued in one or more series
     under an Indenture, dated as of __________ __, 2001, as amended and
     supplemented from time to time (the "Indenture"), between the Company and
     The Bank of New York, a New York banking corporation, as Trustee (the
     "Trustee", which term includes any successor trustee under the Indenture),
     as to which Indenture and all indentures supplemental thereto reference is
     hereby made for a statement of the respective rights, limitations of
     rights, duties and immunities thereunder of the Company, the Trustee and
     the Holders and of the terms upon which the Securities are, and are to be,
     authenticated and delivered. This Security is one of the series designated
     on the face hereof [, limited in aggregate principal amount to $________].

          [If applicable, insert - This Security is not subject to redemption
     prior to maturity.] [If applicable, insert - The Securities of this series
     are subject to redemption upon not less than 30 or more than 60 days'
     notice by mail to the Holders of such Securities at their addresses in the
     Security Register for such series, [if applicable, insert - (1) on
     __________ in any year commencing with the year ____ and ending with the
     year ____ through operation of the sinking fund for this series at a
     Redemption Price equal to 100% of the principal amount, and (2)] at any
     time [on or after ___________, [200_], as a whole or in part, at the
     election of the Company, at the following Redemption Prices (expressed as
     percentages of the principal amount):

          If redeemed [on or before _____________, ___%, and if redeemed] during
     the 12-month period beginning ___________, of the years indicated:

<TABLE>
<CAPTION>
             Year             Redemption Price                Year                 Redemption Price
             ____             ________________                ____                 ________________
<S>                           <C>                             <C>                  <C>

</TABLE>




     and thereafter at a Redemption Price equal to ___% of the principal
     amount, together in the case of any such redemption [if applicable, insert
     - (whether through operation of the sinking fund or otherwise)] with
     accrued and unpaid interest to the Redemption Date, but interest
     installments whose Stated Maturity is on or prior to such Redemption Date
     will be payable to the Holders of


                                      -16-
<PAGE>   27
     such Securities, or one or more Predecessor Securities, of record at
     the close of business on the relevant Record Dates referred to on the face
     hereof, all as provided in the Indenture.]

          [If applicable, insert - Notwithstanding the foregoing, the Company
     may not, prior to _________, redeem any Securities of this series as
     contemplated by [Clause (2) of] the preceding paragraph as a part of, or in
     anticipation of, any refunding operation by the application, directly or
     indirectly, of moneys borrowed having an interest cost to the Company
     (calculated in accordance with generally accepted financial practice) of
     less than ___% per annum.]

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

          [In the event of redemption of this Security in part only, a new
     Security or Securities of this series and of like tenor for the unredeemed
     portion hereof will be issued in the name of the Holder hereof upon the
     cancellation hereof.]

          The Indenture contains provisions for defeasance of (a) the entire
     Indebtedness of this Security and (b) certain restrictive covenants upon
     compliance by the Company with certain conditions set forth therein.

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

          [If the Security is an Original Issue Discount Security, insert - If
     an Event of Default with respect to Securities of this series shall occur
     and be continuing, an amount of principal of the Securities of this series
     (the "Acceleration Amount") may be declared due and payable in the manner
     and with the effect provided in the Indenture. In case of a declaration of
     acceleration on or before ________, __ OR ON _____________ in any year, the
     Acceleration Amount per ______ principal amount at Stated Maturity of the
     Securities shall be equal to the amount set forth in respect of such date
     below:

<TABLE>
<CAPTION>
                        Date of Declaration                             Acceleration Amount per
                        ___________________
                                                                      __________ principal amount
                                                                           at Stated Maturity
<S>                                                                   <C>


</TABLE>


                                      -17-
<PAGE>   28
     and in case of a declaration of acceleration on any other date, the
     Acceleration Amount shall be equal to the Acceleration Amount as of the
     next preceding date set forth in the table above, plus accrued original
     issue discount (computed in accordance with the method used for calculating
     the amount of original issue discount that accrues for Federal income tax
     purposes) from such next preceding date to the date of declaration at the
     yield to maturity. For the purpose of this computation the yield to
     maturity is ___%. Upon payment (i) of the Acceleration Amount so declared
     due and payable and (ii) of interest on any overdue principal and overdue
     interest (in each case to the extent that the payment of such interest
     shall be legally enforceable), all of the Company's obligations in respect
     of the payment of the principal of and interest, if any, on the Securities
     of this series shall terminate.]

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

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

          [If this Security is a Global Security, insert - This Security shall
     be exchangeable for Securities registered in the names of Persons other
     than the Depositary with respect to such series or its nominee only as
     provided in this paragraph. This Security shall be so exchangeable if (x)
     the Depositary notifies the Company that it is unwilling or unable to
     continue as Depositary for such series or at any time ceases to be a
     clearing agency registered as such under the Exchange Act, (y) the Company
     executes and delivers to the Trustee an Officers' Certificate providing
     that this Security shall be so exchangeable or (z) there shall have
     occurred and be continuing an Event of Default with respect to the
     Securities of such series. Securities so issued in exchange for this
     Security shall be of the same series, having the same interest rate, if
     any, and maturity and having the same terms as this Security, in authorized
     denominations and in the aggregate having the same principal amount as this
     Security and registered in such names as the Depositary for such Global
     Security shall direct.]

          As provided in the Indenture and subject to certain limitations
     therein set forth, the transfer of [If this Security is a Global Security,
     insert - a Security of the series of which this Security is a part] [If
     this Security is not a Global Security, insert - this Security] is
     registrable in the Security Register, upon surrender of this Security for
     registration of transfer at the office or


                                      -18-
<PAGE>   29
     agency of the Company in any place where the principal of (and premium, if
     any) and interest, if any, on this Security are payable, duly endorsed by,
     or accompanied by a written instrument of transfer in form satisfactory to
     the Company and the Security Registrar duly executed by, the Holder hereof
     or his attorney duly authorized in writing, and thereupon one or more new
     Securities of this series and of like tenor, of authorized denominations
     and for the same aggregate principal amount, will be issued to the
     designated transferee or transferees.

          The Securities of [If this Security is a Global Security insert - the
     series of which this Security is a part] [If this Security is not a Global
     Security, insert - this series] are issuable only in registered form
     without coupons in denominations of $__________ and any integral multiple
     thereof. As provided in the Indenture and subject to certain limitations
     therein set forth, Securities of this series are exchangeable for a like
     aggregate principal amount of Securities of this series and of like tenor
     of a different authorized denomination, as requested by the Holder
     surrendering the same.

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

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

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

          All terms used in this Security which are defined in the Indenture
     shall have the meanings ascribed to them in the Indenture.

     Section 204. Form of Trustee's Certificate of Authentication.

          The Trustee's Certificate of Authentication shall be in the following
     form:

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

     Dated:                        The Bank of New York




                                   ________________________________________
                                   as Trustee


                                      -19-
<PAGE>   30
                                  By ___________________________________________
                                                            Authorized Signatory


                                  ARTICLE THREE

                                 THE SECURITIES

     Section 301. Amount Unlimited; Issuable in Series.

          The aggregate principal amount of Securities which may be
     authenticated and delivered under this Indenture is unlimited. All
     Securities of each series under this Indenture shall in all respects be
     equally and ratably entitled to the benefits hereof with respect to such
     series without preference, priority or distinction on account of the actual
     time of the authentication and delivery or Stated Maturity of the
     Securities of such series.

          The Securities may be issued in one or more series. Each series of
     Securities shall be created either by or pursuant to a Board Resolution or
     by or pursuant to an indenture supplemental hereto. The Securities of each
     such series may bear such date or dates, be payable at such place or
     places, have such Stated Maturity or Maturities, bear interest at such rate
     or rates (which may be fixed or floating), from such date or dates, payable
     in such installments and on such dates and at such place or places to the
     Holders of Securities registered as such on the related Regular Record
     Dates, or may bear no interest, and may be redeemable or repayable at such
     Redemption Price or Prices or Repayment Price or Prices, as the case may
     be, whether at the option of the Holder or otherwise, and upon such terms,
     all as shall be provided for in or pursuant to the Board Resolution or in
     or pursuant to the supplemental indenture creating that series. There may
     also be established in or pursuant to a Board Resolution and, subject to
     Section 303, set forth, or determined in the manner provided, in an
     Officers' Certificate, or pursuant to a supplemental indenture prior to the
     issuance of Securities of each such series, provision for:

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

               (2) any limit upon the aggregate principal amount of the
          Securities of the series which may be authenticated and delivered
          under this Indenture (except for Securities authenticated and
          delivered upon registration of transfer of, or in exchange for, or in
          lieu of, other Securities of the series pursuant to Sections 304, 305,
          306, 906, or 1107 hereof and except for any Securities which, pursuant
          to Section 303 hereof, are deemed never to have been authenticated and
          delivered hereunder);


                                      -20-

<PAGE>   31
               (3) the Person to whom any interest on a Security of the series
          shall be payable, if other than the Person in whose name the Security
          (or one or more Predecessor Securities) is registered at the close of
          business on the regular Record Date for such interest;

               (4) the date or dates on which the principal of the Securities of
          the series is payable or any formulary or other method or other means
          by which such date or dates shall be determined, by reference to an
          index or other fact or event ascertainable outside of this Indenture
          or otherwise (without regard to any provisions for redemption,
          prepayment, acceleration, purchase or extension);

               (5) the rate or rates at which the Securities of the series shall
          bear interest, if any (including the rate or rates at which overdue
          principal shall bear interest, if different from the rate or rates at
          which such Securities shall bear interest prior to Maturity, and, if
          applicable, the rate or rates at which overdue premium or interest
          shall bear interest, if any), or any formulary or other method or
          other means by which such rate or rates shall be determined, by
          reference to an index or other fact or event ascertainable outside of
          this Indenture or otherwise, the date or dates from which such
          interest shall accrue or any formulary or other method or other means
          by which such date or dates shall be determined, by reference to an
          index or other fact or event ascertainable outside of this Indenture
          or otherwise (without regard to any provisions for redemption,
          prepayment, acceleration, purchase or extension), the Interest Payment
          Dates on which such interest shall be payable and the Regular Record
          Date for the interest payable on any Interest Payment Date;

               (6) the place or places, if any, in addition to or in place of
          the office or agency of the Company in the City of West Springfield,
          Commonwealth of Massachusetts or the principal office or place of
          business of the Trustee or its successors in trust under the
          Indenture, which, at the date hereof, is located at 101 Barclay
          Street, New York, NY 10286, Attention: Corporate Trust Administration,
          where the principal of (and premium, if any) and interest, if any, on
          Securities of the series shall be payable, where such Securities may
          be registered, exchanged or transferred and where notices and demands
          to or upon the Company in respect of the Securities of such series and
          this Indenture may be served;

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

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


                                      -21-
<PAGE>   32
               (9) if other than denominations of $1,000 and any integral
          multiple thereof, the denominations in which Securities of the series
          shall be issuable;

               (10) if other than the principal amount thereof, the portion of
          the principal amount of Securities of the series which shall be
          payable upon declaration of acceleration of the Maturity thereof
          pursuant to Section 502 hereof;

               (11) if other than such coin or currency of the United States of
          America as at the time of payment is legal tender for payment of
          public or private debts, the coin or currency, including composite
          currencies, in which payment of the principal of (and premium, if any)
          and interest, if any, on the Securities of the series shall be
          payable;

               (12) if the principal of (and premium, if any) or interest, if
          any, on the Securities of the series are to be payable, at the
          election of the Company or a Holder thereof, in a coin or currency
          other than that in which the Securities are stated to be payable, the
          period or periods within which, and the terms and conditions upon
          which, such election may be made;

               (13) if the amount of payments of principal of (and premium, if
          any) or interest, if any, on the Securities of the series may be
          determined with reference to an index 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;

               (14) any provisions permitted by this Indenture relating to
          Events of Default or covenants of the Company with respect to such
          series of Securities in addition to those specified in Articles V and
          X hereof;

               (15) if the Securities of such series are to be issued in global
          form, (i) any limitations on the rights of the Holder or Holders of
          such Securities to transfer or exchange the same or to obtain the
          registration of transfer thereof, (ii) any limitations on the rights
          of the Holder or Holders thereof to obtain certificates therefor in
          definitive form in lieu of temporary form and (iii) any and all other
          matters incidental to such Securities;

               (16) the obligations or instruments, if any, which shall be
          considered to be U.S. Government Obligations in respect of the
          Securities of such series denominated in a currency other than U.S.
          dollars or in a composite currency, and any additional or alternative
          provisions for the reinstatement of the Company's indebtedness in
          respect of such Securities after the satisfaction and discharge
          thereof; and

               (17) any other terms of the series (which terms shall not be
          inconsistent with the provisions of this Indenture), including,
          without limitation, any terms required for or appropriate to (i)
          establishing one or more series of medium-term notes to be issued in a
          Periodic Offering or (ii) providing for the remarketing of the
          Securities of such series.


                                      -22-
<PAGE>   33
          All Securities of any one series (other than Securities offered in a
     Periodic Offering) shall be substantially identical except as to
     denomination and except as may otherwise be provided in or pursuant to the
     Board Resolution referred to above and set forth in the Officers'
     Certificate referred to above or in any such indenture supplemental hereto.

          If any of the terms of the series, including the form of Security of
     such series, are established by action taken pursuant to a Board
     Resolution, a copy of an appropriate record of such action shall be
     certified by the Secretary or an Assistant Secretary or other authorized
     officer of the Company, and delivered to the Trustee at or prior to the
     delivery of the Company Order contemplated by Section 303 hereof for the
     authentication and delivery of such series of Securities.

          With respect to Securities of a series offered in a Periodic Offering,
     such Board Resolution and Officers' Certificate or supplemental indenture
     may provide general terms or parameters for Securities of such series and
     provide either that the specific terms of particular Securities of such
     series shall be specified in a Company Order or that such terms shall be
     determined by the Company or its agents in accordance with other procedures
     specified in a Company Order as contemplated by the third paragraph of
     Section 303.

     Section 302. Denominations.

          The Securities of each series shall be issuable in registered form
     without coupons, except as otherwise expressly provided in a supplemental
     indenture hereto, in such denominations as shall be specified as
     contemplated by Section 301 hereof. In the absence of any such provisions
     with respect to the Securities of any series, the Securities of such series
     shall be issuable in denominations of $1,000 and any integral multiple
     thereof.

     Section 303. Execution, Authentication, Delivery and Dating.

          The Securities shall be executed on behalf of the Company by its Chief
     Executive Officer, President, Vice President, General Manager or Treasurer
     under its corporate seal reproduced thereon, and which need not be
     attested. The Securities of any series shall be executed by such additional
     officer, if any, as shall be specified pursuant to Section 301 hereof. The
     signature of any of these officers on the Securities may be manual or
     facsimile.

          Securities bearing the manual or facsimile signature of any individual
     who was at any time the proper officer of the Company shall bind the
     Company, notwithstanding that such individual has ceased to hold such
     office prior to the authentication and delivery of such Securities or did
     not hold such office at the date of authentication of such Securities.

          At any time and from time to time after the execution and delivery of
     this Indenture, the Company may deliver Securities of any series executed
     by the Company to the Trustee for authentication, or, in the case of
     Securities offered in a Periodic Offering, from time to time in accordance
     with such other procedures (including, without limitation, the receipt by
     the Trustee of electronic instructions from the Company or its duly
     authorized agents, promptly confirmed in writing by the Company) acceptable
     to the Trustee as may be specified from time to time by a Company Order for
     the specific terms of the Securities being so offered, together with (i) a
     Company Order for the authentication and delivery of such Securities, (ii)
     an Officers' Certificate


                                      -23-
<PAGE>   34
     stating that (x) the Company is not, and upon the authentication by the
     Trustee of the series of Securities, will not be in default under any of
     the terms or covenants contained in the Indenture, and (y) all conditions
     that must be met by the Company to issue Securities under the Indenture
     have been met, and the Trustee in accordance with the Company Order shall
     authenticate and deliver such Securities. If the form or terms of the
     Securities of the series have been established in or pursuant to one or
     more Board Resolutions as permitted by Sections 201 and 301 hereof, in
     authenticating such Securities, and accepting the additional
     responsibilities under this Indenture in relation to such Securities, the
     Trustee shall be entitled to receive, and (subject to Section 601 hereof)
     shall be fully protected in relying upon, an Opinion of Counsel stating,

               (a) if the form of such Securities has been established by or
          pursuant to Board Resolution as permitted by Section 201 hereof, that
          such form has been established in conformity with the provisions of
          this Indenture;

               (b) if the terms of such Securities have been established by or
          pursuant to Board Resolution as permitted by Section 301 hereof, that
          such terms have been established in conformity with the provisions of
          this Indenture;

               (c) that such Securities, when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions specified in such Opinion of Counsel, will constitute valid
          and legally binding obligations of the Company, enforceable in
          accordance with their terms, except as may be limited by bankruptcy,
          insolvency, reorganization, moratorium, fraudulent conveyance or
          transfer or other similar laws relating to or affecting the rights of
          creditors generally and except as the enforceability thereof is
          subject to the application of general principles of equity (regardless
          of whether considered in a proceeding in equity or at law), including,
          without limitation, (i) the possible unavailability of specific
          performance, injunctive relief or any other equitable remedy and (ii)
          concepts of materiality, reasonableness, good faith and fair dealing;

     provided, however, that, with respect to Securities of a series
     offered in a Periodic Offering, the Trustee shall be entitled to receive
     such Opinion of Counsel in connection only with the first authentication of
     Securities of such series, and in such case the opinions described in
     Clauses (b) and (c) above may state, respectively, that:

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

               (ii) that such Securities, when completed by appropriate
          insertions and executed and delivered by the Company to the Trustee in
          accordance with this Indenture, authenticated and delivered by the
          Trustee in accordance with this Indenture, and issued and delivered by
          the Company and paid for, all in accordance with any agreement of the
          Company relating to the offering, issuance


                                      -24-
<PAGE>   35
          and sale of such Securities, will be duly issued under this Indenture
          and will constitute the legal, valid and binding obligations of the
          Company, enforceable in accordance with their terms, subject to
          bankruptcy, insolvency, reorganization and other similar laws of
          general applicability relating to or affecting generally the
          enforcement of creditors' rights, to general equitable principles and
          to such other qualifications as such counsel shall conclude do not
          materially affect the rights of Holders of such Securities and any
          coupons.

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

          Notwithstanding the provisions of Section 301 hereof and of the
     preceding paragraph, if all Securities of a series are not to be originally
     issued at one time, it shall not be necessary to deliver the Board
     Resolution, the Officers' Certificate, or an indenture supplemental hereto
     otherwise required pursuant to Section 301 hereof or the Company Order, the
     Officers' Certificate and the Opinion of Counsel otherwise required
     pursuant to such preceding paragraph at or prior to the time of
     authentication of each Security of such series if such documents are
     delivered at or prior to the time of authentication upon original issuance
     of the first Security of such series to be issued. If all of the Securities
     of a series are not authenticated and issued at one time, for each issuance
     of Securities after the initial issuance of Securities, the Company shall
     be required only to deliver to the Trustee the Security executed by the
     Company together with a Company Order to the Trustee to authenticate such
     Security and to deliver such Security in accordance with the instructions
     specified by such Company Order. Any such Company Order shall constitute a
     representation and warranty by the Company that the statements made in the
     Officers' Certificate delivered to the Trustee prior to the authentication
     and issuance of the first Security of such series are true and correct on
     the date thereof as if made on and as of the date thereof.

         Each Security shall be dated the date of its authentication.

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


                                      -25-
<PAGE>   36
     Section 304. 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 and with such appropriate insertions,
     omissions, substitutions and other variations as the officer or officers
     executing such Securities may determine, as evidenced by their execution of
     such Securities.

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

     Section 305. Registration, Registration of Transfer and Exchange.

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

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

          At the option of the Holder, any Security or Securities of any series,
     other than a Global Security, may be exchanged for other Securities of the
     same series, of any authorized denominations and 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.

          All Securities delivered 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


                                     -26-
<PAGE>   37
     benefits under this Indenture, as the Securities surrendered upon such
     registration of transfer or exchange.

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

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

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

          The provisions of this Section 305 are, with respect to any Global
     Security, subject to Section 311 hereof.

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

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

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

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

          Upon the issuance of any new Security under this Section 306, 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.


                                      -27-
<PAGE>   38
          Every new Security of any series issued pursuant to this Section 306
     in lieu of any destroyed, lost or stolen Security shall constitute an
     original additional contractual obligation of the Company, whether or not
     the destroyed, lost or stolen Security shall be at any time enforceable by
     anyone, and shall be entitled to all the benefits of this Indenture equally
     and proportionately with any and all other Securities of that series duly
     issued hereunder.

          The provisions of this Section 306 are exclusive and shall preclude
     (to the extent lawful) all other rights and remedies with respect to the
     replacement or payment of mutilated, destroyed, lost or stolen Securities.

     Section 307. Payment of Interest; Interest Rights Preserved.

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

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

               (1) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Securities of such series
          (or their respective Predecessor Securities) are registered at the
          close of business on a Special Record Date for the payment of such
          Defaulted Interest, which shall be fixed in the following manner. The
          Company shall notify the Trustee in writing of the amount of Defaulted
          Interest proposed to be paid on each Security of such series and the
          date of the proposed payment, and at the same time the Company shall
          deposit with the Trustee an amount of money equal to the aggregate
          amount proposed to be paid in respect of such Defaulted Interest or
          shall make arrangements satisfactory to the Trustee for such deposit
          prior to the date of the proposed payment, such money when deposited
          to be held in trust for the benefit of the Persons entitled to such
          Defaulted Interest as in this Clause provided. Thereupon the Trustee
          shall fix a Special Record Date for the payment of such Defaulted
          Interest which shall be not more than 15 days and not less than 10
          days prior to the date of the proposed payment and not less than 10
          days after the receipt by the Trustee of the notice of the proposed
          payment. The Trustee shall promptly notify the Company of such Special
          Record Date and, in the name and at the expense of the Company, shall
          cause notice of the proposed payment of such Defaulted Interest and
          the Special Record Date therefor to be mailed, first-class postage
          prepaid, to each Holder of Securities of such series at his address as
          it appears in the Security Register, not less than 10 days prior to
          such Special Record Date. Notice of the proposed payment of such
          Defaulted Interest and the Special Record Date therefor having been so
          mailed, such Defaulted Interest shall be paid to the Persons in whose
          names the Securities of such series (or their


                                      -28-
<PAGE>   39
          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
          Securities of any series in any other lawful manner not inconsistent
          with the requirements of any securities exchange on which such
          Securities may be listed, and upon such notice as may be required by
          such exchange, if, after notice given by the 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 305 and Section
     307, each Security delivered under this Indenture upon registration of
     transfer of or in exchange for or in lieu of any other Security shall carry
     the rights to interest accrued and unpaid, and to accrue, which were
     carried by such other Security.

     Section 308. Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer,
     the Company, the Trustee and any agent of the Company or the Trustee may
     treat the Holder of a Security as the owner of such Security for the
     purpose of receiving payment of principal of (and premium, if any) and
     (subject to Section 305 and Section 307 hereof) interest, if any, on such
     Security and for all other purposes whatsoever, whether or not such
     Security be overdue, and neither the Company, the Trustee nor any agent of
     the Company or the Trustee shall be affected by notice to the contrary. All
     such payments so made to any such Holder, or upon such Holder's order,
     shall be valid, and, to the extent of the sums so paid, effectual to
     satisfy and discharge the liability for moneys payable upon any such
     Security.

          No holder of any beneficial interest in any Global Security held on
     its behalf by a Depositary shall have any rights under this Indenture with
     respect to such Global Security, and such Depositary may be treated by the
     Company, the Trustee, and any agent of the Corporation or the Trustee as
     the owner of such Global Security for all purposes whatsoever.
     Notwithstanding the foregoing, nothing herein shall impair, as between a
     Depositary and such holders of beneficial interests, the operation of
     customary practices governing the exercise of the rights of the Depositary
     as holder of any Security.

     Section 309. Cancellation.

          All Securities surrendered for payment, redemption, registration of
     transfer or exchange or for credit against any sinking fund payment shall,
     if surrendered to any Person other than the Trustee, be delivered to the
     Trustee and shall be promptly canceled by it. The Company may at any time
     deliver to the Trustee for cancellation any Securities previously
     authenticated and delivered hereunder which the Company may have acquired
     in any manner whatsoever, and all Securities so delivered shall be promptly
     canceled by the Trustee. No Securities shall be authenticated in lieu of or
     in exchange for any Securities canceled as provided in this Section 309,
     except as expressly permitted by this Indenture. All canceled Securities
     held by the Trustee shall be disposed of in accordance with the Trustee's
     then customary practice for disposing of securities, unless otherwise
     directed by a Company Order; provided, however, that the Trustee shall not
     be required to destroy any canceled Securities.


                                      -29-
<PAGE>   40
     Section 310. Computation of Interest.

          Except as otherwise specified as contemplated by Section 301 hereof
     for Securities of any series, interest, if any, on the Securities of each
     series shall be computed on the basis of a 360-day year of twelve 30-day
     months and for any period shorter than a full month, on the basis of the
     actual number of days elapsed in such period.

     Section 311. Global Securities.

          If the Company establishes pursuant to Section 301 hereof that the
     Securities of a particular series are to be issued in the form of a Global
     Security, then the Company shall execute and the Trustee shall, in
     accordance with Section 303 hereof, authenticate and deliver, a Global
     Security or Securities which (i) shall represent, and shall be denominated
     in an aggregate amount equal to the aggregate principal amount of, all of
     the Outstanding Securities of such series, (ii) shall be registered in the
     name of the Depositary or its nominee, (iii) shall be delivered by the
     Trustee to the Depositary or pursuant to the Depositary's instruction and
     (iv) shall bear a legend substantially to the following effect:

         "This Security is a Global Security within the meaning of the Indenture
         hereinafter referred to and is registered in the name of a Depositary
         or a nominee of a Depositary. This Security is exchangeable for
         Securities registered in the name of a person other than the Depositary
         or its nominee only in the limited circumstances described in the
         Indenture, and no transfer of this Security (other than a transfer of
         this Security as a whole by the Depositary to a nominee of the
         Depositary or by a nominee of the Depositary to the Depositary or
         another nominee of the Depositary) may be registered except in limited
         circumstances. Unless this Global Security is presented by an
         authorized representative of the Depositary to the Company or its agent
         for registration of transfer, exchange or payment, and any definitive
         Security is issued in the name of [Cede & Co.] or in such other name as
         is requested by an authorized representative of the Depositary (and any
         payment is made to [Cede & Co.] or to such other entity as is requested
         by an authorized representative of the Depositary), ANY TRANSFER,
         PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL in as much as the registered owner hereof, [Cede & Co.],
         has an interest herein."

          Notwithstanding the provisions of Section 305 hereof, the Global
     Security of a series may be transferred, in whole but not in part and in
     the manner provided in Section 305 hereof, only to another nominee of the
     Depositary for such series, or to a successor Depositary for such series
     selected or approved by the Company or to a nominee of such successor
     Depositary.

          If (i) at any time the Depositary for a series of Securities notifies
     the Company that it is unwilling or unable to continue as Depositary for
     such series or if at any time the Depositary for such series shall no
     longer be registered or in good standing under the Exchange Act, or other
     applicable statute or regulation and a successor Depositary for such series
     is not appointed by the Company within 90 days after the Company receives
     such notice or becomes aware of such condition, as the case may be or (ii)
     there shall have occurred and be continuing after any


                                      -30-
<PAGE>   41
     applicable grace periods an Event of Default with respect to the
     Securities for a series, then in each such case, this Section 311 shall no
     longer be applicable to the Securities of such series and the Company will
     execute, and subject to Section 305 hereof, the Trustee will authenticate
     and deliver Securities of such series in definitive registered form without
     coupons, in authorized denominations, and in an aggregate principal amount
     equal to the principal amount of the Global Securities of such series in
     exchange for such Global Securities. In addition, the Company may at any
     time determine that the Securities of any series shall no longer be
     represented by Global Securities and that the provisions of this Section
     311 shall no longer apply to the Securities of such series. In such event
     the Company will execute and subject to Section 305 hereof, the Trustee,
     upon receipt of an Officers' Certificate evidencing such determination by
     the Company, will authenticate and deliver Securities of such series in
     definitive registered form without coupons, in authorized denominations,
     and in an aggregate principal amount equal to the principal amount of the
     Global Securities of such series in exchange for such Global Securities.
     Upon the exchange of the Global Securities for such Securities in
     definitive registered form without coupons, in authorized denominations,
     the Global Securities shall be canceled by the Trustee. Such Securities in
     definitive registered form issued in exchange for the Global Securities
     pursuant to this Section 311, shall be registered in such names and in such
     authorized denominations as the Depositary, pursuant to the instructions
     from its direct or indirect participants or otherwise, shall instruct the
     Trustee. The Trustee shall deliver Securities to the Depositary for
     delivery to the persons in whose names such Securities are so registered.

     Section 312. Periodic Offering of Securities.

          Notwithstanding any contrary provision herein, if all Securities of a
     series are not to be originally issued at one time, it shall not be
     necessary for the Company to deliver to the Trustee an Officers'
     Certificate, Board Resolution, supplemental indenture, Opinion of Counsel
     or Company Request otherwise required pursuant to Sections 202, 301 and 303
     at or prior to the time of authentication of each Security of such series
     if such documents are delivered to the Trustee or its agent at or prior to
     the authentication upon original issuance of the first Security of such
     series to be issued; provided that any subsequent request by the Company to
     the Trustee to authenticate Securities of such series upon original
     issuance shall constitute a representation and warranty by the Company and
     its counsel that as of the date of such request, the statements made in the
     Officers' Certificate and opinions made in the Opinion of Counsel delivered
     pursuant to Section 102 and 303, respectively, shall be true and correct as
     if made on such date.

          An Officers' Certificate, supplemental indenture or Board Resolution
     delivered by the Company to the Trustee in the circumstances set forth in
     the preceding paragraph may provide that Securities which are the subject
     thereof will be authenticated and delivered by the Trustee or its agent on
     original issue from time to time upon the written order of a person or
     persons designated in such Officers' Certificate, supplemental indenture or
     Board Resolution (any such telephonic instructions to be confirmed promptly
     in writing by such person or persons) and that such person or persons are
     authorized to determine, consistent with such Officers' Certificate,
     supplemental indenture or Board Resolution, such terms and conditions of
     said Securities as are specified in such Officers' Certificate,
     supplemental indenture or Board Resolution.


                                      -31-
<PAGE>   42
                                                                     Exhibit 4.2

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                           (1) either (A) all Securities of all series
                  theretofore authenticated and delivered (other than (x)
                  Securities which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 306 hereof
                  and (y) Securities for whose payment money has theretofore
                  been deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 1003 hereof) have been
                  delivered to the Trustee for cancellation; or

                           (B) all such Securities of all series not theretofore
                  delivered to the Trustee for cancellation

                           (i) have become due and payable,

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

                           (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company, or

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

                  and the Company, in the case of (i), (ii), (iii) or (iv) of
                  clause (B) above, has deposited or caused to be deposited with
                  the Trustee as trust funds in trust for the purpose an amount
                  of (a) money in the currency or units of currency in which
                  such Securities are payable, or (b) in the case of (ii) or
                  (iii) of clause (B) above and (except as provided in an
                  indenture supplemental hereto) if no Securities of any series
                  Outstanding are subject to repurchase at the option of Holders
                  (I) U.S. Government Obligations (denominated in the same
                  currency or units of currency in which such Securities are
                  payable) which through the payment of interest and principal
                  in respect thereof in accordance with their terms will provide
                  not later than one day before the Stated Maturity or
                  Redemption Date, as the case may be, money in an amount, or
                  (II) a combination of money or U.S. Government Obligations as
                  provided in (I) above, in each case, sufficient to pay and
                  discharge the entire Indebtedness on such Securities not


                                      -32-
<PAGE>   43
                  theretofore delivered to the Trustee for cancellation, for
                  principal (and premium, if any) and interest, if any, to the
                  date of such deposit (in the case of Securities which have
                  become due and payable) or to the Stated Maturity or
                  Redemption Date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 hereof, the
obligations of the Trustee to any Authenticating Agent under Section 614 hereof
and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of clause (1) of this Section 401 or if money or U.S. Government Obligations
shall have been deposited with or received by the Trustee pursuant to Section
403 hereof, the obligations of the Trustee under Section 402 hereof and the last
paragraph of Section 1003 hereof shall survive.

Section 402.      Application of Trust Money.

         (a) Subject to the provisions of the last paragraph of Section 1003
hereof, all money or U.S. Government Obligations deposited with the Trustee
pursuant to Sections 401, 403 or 1009 hereof and all money received by the
Trustee in respect of U.S. Government Obligations deposited with the Trustee
pursuant to Sections 401, 403 or 1009 hereof, shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture,
to the payment, to the persons entitled thereto, of the principal (and premium,
if any) and interest, if any, for whose payment such money has been deposited
with or received by the Trustee or to make mandatory sinking fund payments or
analogous payments as contemplated by Sections 401, 403 or 1009 hereof.

         (b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 401, 403 or 1009 hereof or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.

         (c) The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or money held by it as
provided in Sections 401, 403 or 1009 hereof which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or money was deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.


                                      -33-
<PAGE>   44
Section 403. Satisfaction, Discharge and Defeasance of Securities of any Series.

         The Company shall be deemed to have paid and Discharged the entire
Indebtedness on all the Outstanding Securities of any series on the 91st day
after the date of the deposit referred to in subparagraph (e) hereof, and the
provisions of this Indenture, as it relates to such Outstanding Securities of
such series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall at Company Request execute proper instruments acknowledging
the same), except as to:

                           (a) the rights of Holders of Securities of such
                  series to receive, from the trust funds described in
                  subparagraph (1) hereof, (i) payment of the principal of (and
                  premium, if any) and each installment of principal of (and
                  premium, if any) or interest, if any, on the Outstanding
                  Securities of such series on the Stated Maturity of such
                  principal or installment of principal or interest or to and
                  including the Redemption Date irrevocably designated by the
                  Company pursuant to subparagraph (5) hereof and (ii) the
                  benefit of any mandatory sinking fund payments applicable to
                  the Securities of such series on the day of which such
                  payments are due and payable in accordance with the terms of
                  this Indenture and the Securities of such series;

                           (b) the Company's obligations with respect to such
                  Securities of such series under Sections 305, 306, 1002 and
                  1003 hereof, if the Company shall have irrevocably designated
                  a Redemption Date pursuant to subparagraph (5) hereof,
                  Sections 1101, 1104 and 1106 hereof as they apply to such
                  Redemption Date;

                           (c) the Company's obligations with respect to the
                  Trustee under Section 607 hereof; and

                           (d) the rights, powers, trust and immunities of the
                  Trustee hereunder and the duties of the Trustee under Section
                  402 hereof and, if the Company shall have irrevocably
                  designated a Redemption Date pursuant to subparagraph (5)
                  hereof, Article Eleven and the duty of the Trustee to
                  authenticate Securities of such series on registration of
                  transfer or exchange;

provided that, the following conditions shall have been satisfied:

                           (1) the Company has deposited or caused to be
                  irrevocably deposited (except as provided in Section 402(c)
                  hereof and the last paragraph of Section 1003 hereof) with the
                  Trustee as trust funds in trust, specifically pledged as
                  security for, and dedicated solely to, the benefit of the
                  Holders of the Securities of such series, (i) money, in the
                  currency or units of currency in which such Securities are
                  payable, in an amount, or (ii) (except as provided in a
                  supplemental indenture or Board Resolution with respect to
                  such series) if Securities of such series are not subject to
                  repurchase at the option of Holders, (A) U.S. Government
                  Obligations (denominated in the same currency or units of
                  currency in which such Securities are payable) which through
                  the payment of interest and principal in respect thereof in
                  accordance with their terms will provide not later than one
                  day


                                      -34-
<PAGE>   45
                  before the due date of any payment referred to in clause (x)
                  or (y) of this subparagraph (1) money in an amount or (B) a
                  combination thereof, in each case sufficient, in the opinion
                  of a nationally recognized firm of independent certified
                  public accountants expressed in a written certification
                  thereof delivered to the Trustee, to pay and discharge, and
                  which the Trustee shall be instructed to apply to pay and
                  discharge, (x) the principal of (and premium, if any) and each
                  installment of principal (and premium, if any) and interest,
                  if any, on the Outstanding Securities of such series on the
                  Stated Maturity of such principal or installment of principal
                  or interest or to and including the Redemption Date
                  irrevocably designated by the Company pursuant to subparagraph
                  (5) hereof and (y) any mandatory sinking fund payments
                  applicable to the Securities of such series on the day on
                  which such payments are due and payable in accordance with the
                  terms of this Indenture and of the Securities of such series;

                           (2) the Company has delivered to the Trustee an
                  Opinion of Counsel to the effect that such provision would not
                  cause any Outstanding Securities of such series then listed on
                  any national securities exchange to be delisted as a result
                  thereof;

                           (3) no Event of Default or event which with notice or
                  lapse of time would become an Event of Default (including by
                  reason of such deposit) with respect to the Securities of such
                  series shall have occurred and be continuing on the date of
                  such deposit or during the period ending on the 91st day after
                  such date;

                           (4) the Company has delivered to the Trustee an
                  unqualified opinion, in form and substance reasonably
                  acceptable to the Trustee, of independent counsel of national
                  standing selected by the Company and satisfactory to the
                  Trustee to the effect that (i) Holders of the Securities will
                  not recognize income, gain or loss for Federal income tax
                  purposes as a result of the deposit, defeasance and discharge,
                  which opinion shall be based on a change in law or a ruling by
                  the U.S. Internal Revenue Service after the date hereof and
                  (ii) the defeasance trust is not, or is registered as, an
                  investment company under the Investment Company Act of 1940;

                           (5) if the Company has deposited or caused to be
                  deposited money or U.S. Government Obligations to pay or
                  discharge the principal of (and premium, if any) and interest,
                  if any, on the Outstanding Securities of a series to and
                  including a Redemption Date on which all of the Outstanding
                  Securities of such series are to be redeemed, such Redemption
                  Date shall be irrevocably designated by a Board Resolution
                  delivered to the Trustee on or prior to the date of deposit of
                  such money or U.S. Government Obligations, and such Board
                  Resolution shall be accompanied by an irrevocable Company
                  Request that the Trustee give notice of such redemption in the
                  name and at the expense of the Company not less than 30 nor
                  more than 60 days prior to such Redemption Date in accordance
                  with Section 1104 hereof; and


                                      -35-
<PAGE>   46
                           (6) the Company has delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel, each stating
                  that all conditions precedent herein provided for relating to
                  the satisfaction and discharge of the Securities have been
                  complied with.

                                  ARTICLE FIVE

                           EVENTS OF DEFAULT; REMEDIES

Section 501.      Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be affected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) unless
such event is either inapplicable to a particular series (to the extent
expressly provided in the form of Security for such series) or it is
specifically deleted or modified in the supplemental indenture creating such
series of Securities or in the form of Security for such series:

                           (a) failure to pay interest upon any Security of that
                  series when it becomes due and payable, and continuance of
                  such failure for a period of 30 days; or

                           (b) failure to pay the principal of (or premium, if
                  any, on) any Security of that series at its Maturity, and
                  continuance of such failure for a period of three days; or

                           (c) failure to pay any sinking fund installment, when
                  and as due by the terms of a Security of that series, and
                  continuance of such failure for a period of three days; or

                           (d) default in the performance, or breach, of any
                  covenant or warranty or obligation of the Company in this
                  Indenture (other than a covenant or warranty a default in
                  whose performance or whose breach is elsewhere in this Section
                  501 specifically dealt with or which has expressly been
                  included in this Indenture solely for the benefit of any
                  series of Securities other than that series), and continuance
                  of such default or breach for a period of 90 days after there
                  has been given, by registered or certified mail, to the
                  Company by the Trustee or to the Company and the Trustee by
                  the Holders of at least 33% in aggregate principal amount of
                  the Outstanding Securities of that series a written notice
                  specifying such default or breach and requiring it to be
                  remedied and stating that such notice is a "Notice of Default"
                  hereunder; or

                           (e) the entry by a court having jurisdiction in the
                  premises of (A) a decree or order for relief in respect of the
                  Company in an involuntary case or proceeding under any
                  applicable Federal or State bankruptcy, insolvency or other
                  similar law or (B) a decree or order adjudging the Company a
                  bankrupt or insolvent, or approving as properly filed a
                  petition by one or more Persons other than the


                                      -36-
<PAGE>   47
                  Company 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 substantial part of
                  its property, or ordering the winding up or liquidation of its
                  affairs, and the continuance of any such decree or order for
                  relief or any such other decree or order unstayed and in
                  effect for a period of 90 consecutive days; or

                           (f) the commencement by the Company of a voluntary
                  case or proceeding under any applicable Federal or State
                  bankruptcy, insolvency or other similar law or of any other
                  case or proceeding to be adjudicated a bankrupt or insolvent,
                  or the consent by it to the entry of a decree or order for
                  relief in respect of the Company in an involuntary case or
                  proceeding under any applicable Federal or State bankruptcy,
                  insolvency or other similar law or to the commencement of any
                  bankruptcy or insolvency case or proceeding against it, or the
                  filing by it of a petition or answer or consent seeking relief
                  under any applicable Federal or State law, or the consent by
                  it to the filing of such petition or to 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, or the
                  making by it of an assignment for the benefit of creditors, or
                  the taking of corporate action by the Company in furtherance
                  of any such action; or

                           (g) any other Event of Default provided in the
                  supplemental indenture or provided in or pursuant to the Board
                  Resolution under which such series of Securities is issued or
                  in the form of Security for such series.

Section 502.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding described in paragraph (a), (b), (c), (d) or (g) of Section 501
hereof occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 33% in aggregate principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable upon the date which is 10 days
after the date of such notice.

         If an Event of Default described in paragraph (e) or (f) of Section 501
hereof occurs and is continuing, then and in every such case, the principal
amount (or, if any Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
the Securities shall, without any notice to the Company or any other act on the
part of the Trustee or any Holder of the Securities, become and be immediately
due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been


                                      -37-
<PAGE>   48
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

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

                                    (A) all overdue interest, if any, on all
                           Securities of that series,

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

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

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

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

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

         For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

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

         The Company covenants that if (a) default is made in the payment of any
interest on any Security when such interest becomes due and payable and such
default continues for a period of 30 days, or (b) default is made in the payment
of the principal of (or premium, if any, on) any Security at the Maturity
thereof, then the Company will, upon written demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal (and premium, if any) and interest, if
any, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and


                                      -38-
<PAGE>   49
premium, if any) and on any overdue interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

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

         If any Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights.

         Except as may otherwise be provided in a supplemental indenture or
Board Resolution in or pursuant to which the terms of the related Securities
shall have been established pursuant to Section 301 of this Indenture and which
has been delivered to the Trustee, the Trustee shall not be required to take
notice or be deemed to have notice of any Event of Default other than pursuant
to paragraphs (a), (b) or (c) of Section 501 of this Indenture, unless a
Responsible Officer of the Trustee shall be specifically notified in writing of
such default by the Company, or by the Holders of a majority in aggregate
principal amount of Outstanding Securities.

Section 504.      Trustee May File Proofs of Claim.

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

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

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

                           (iii) any custodian, receiver, assignee, trustee,
                  liquidator, sequestrator or other similar official in any such
                  judicial proceeding is hereby authorized by each Holder to
                  make such payments to the Trustee and any other amounts due
                  the Trustee under Section 607 hereof.


                                      -39-
<PAGE>   50
         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

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

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506.      Application of Money Collected.

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

                           FIRST: To the payment of all amounts due the Trustee
                  under Section 607 hereof;

                           SECOND: In case the principal and premium, if any, of
                  the Securities of such series in respect of which moneys have
                  been collected shall not have become and be then due and
                  payable, to the payment of interest, if any, on the Securities
                  of such series in default in the order of the maturity of the
                  installments of such interest, with interest (to the extent
                  that such interest has been collected by the Trustee and to
                  the extent permitted by law) upon the overdue installments of
                  interest at the rate prescribed therefor in such Securities,
                  such payments to be made ratably to the Persons entitled
                  thereto, without discrimination or preference;

                           THIRD: In case the principal or premium, if any, of
                  the Securities of such series in respect of which moneys have
                  been collected shall have become and shall be then due and
                  payable, to the payment of the whole amount then owing and
                  unpaid upon all the Securities of such series for principal
                  and premium, if any, and interest, if any, with interest upon
                  the overdue principal and premium, if any, and (to the extent
                  that such interest has been collected by the Trustee and to
                  the extent permitted by law) upon overdue installments of
                  interest at the rate prescribed therefor in the Securities of
                  such series; and in case such moneys shall be insufficient to
                  pay in full the whole amount so due and unpaid upon the
                  Securities of such series, then to the payment of such
                  principal and any premium and interest, without preference or
                  priority of principal over interest, or


                                      -40-
<PAGE>   51
                  of interest over principal or premium, or of any installment
                  of interest over any other installment of interest, or of any
                  Security of such series over any other Security of such
                  series, ratably to the aggregate of such principal and any
                  premium and accrued and unpaid interest; and

                           FOURTH: To the payment of the remainder, if any, to
                  the Company or any other Person lawfully entitled thereto or
                  as a court of competent jurisdiction may direct.

Section 507.      Limitation on Suits.

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

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

                           (2) the Holders of not less than 33% in principal
                  amount of the Outstanding Securities of that series shall have
                  made written request to the Trustee to institute proceedings
                  in respect of such Event of Default in its own name as Trustee
                  hereunder;

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

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

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

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

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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307 hereof) interest, if any, on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption or
repayment at the option of the Holder, on the Redemption Date or the Repayment
Date,


                                      -41-
<PAGE>   52
respectively) and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder.

Section 509.      Restoration of Rights and Remedies.

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

Section 510.      Rights and Remedies Cumulative.

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

Section 511.      Delay or Omission Not Waiver.

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

Section 512.      Control by Holders.

         If an Event of Default shall have occurred and be continuing in respect
of a series of Securities, the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided, however, that if an Event of Default
shall have occurred and be continuing with respect to more than one series of
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any
one of such series; and provided that

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


                                     -42-
<PAGE>   53
                           (2) the Trustee may take any other action deemed
                  proper by the Trustee which is not inconsistent with such
                  direction, and

                           (3) the Trustee shall not determine that the action
                  so directed would subject the Trustee to personal liability or
                  expense for which reasonable indemnity has not been provided.

Section 513.      Waiver of Past Defaults.

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

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

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

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

Section 514.      Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 514 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on any
Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or the Repayment Dates, respectively).


                                      -43-
<PAGE>   54
                                   ARTICLE Six

                                   THE TRUSTEE

Section 601.      Certain Duties and Responsibilities.

         (a) Except during the continuance of a default with respect to the
Securities of any series,

                           (1) the Trustee undertakes to perform such duties and
                  only such duties as are specifically set forth in this
                  Indenture, and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

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

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

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

                           (1) this Subsection shall not be construed to limit
                  the effect of Subsection (a) of this Section 601;

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

                           (3) the Trustee shall not be liable with respect to
                  any action taken or omitted to be taken by it in good faith in
                  accordance with the direction of the Holders of a majority in
                  principal amount of the Outstanding Securities of any series,
                  determined as provided in Section 512 hereof, relating to the
                  time, method and place of conducting any proceeding for any
                  remedy available to the Trustee, or exercising any trust or
                  power conferred upon the Trustee, under this Indenture with
                  respect to the Securities of such series; and

                           (4) no provision of this Indenture shall require the
                  Trustee to expend or risk its own funds or otherwise incur any
                  financial liability in the performance of any of its duties
                  hereunder, or in the exercise of any of its rights or powers,
                  if it


                                      -44-
<PAGE>   55
                  shall have reasonable grounds for believing that repayment of
                  such funds or adequate indemnity against such risk or
                  liability is not reasonably assured to it.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 601. The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty and it shall not be answerable for
other than its own negligent action, its own negligent failure to act or its own
willful misconduct.

Section 602.      Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series or in the payment of
any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 501(d) hereof with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section 602, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

Section 603.      Certain Rights of Trustee.

         Subject to the provisions of Section 601 hereof and to the applicable
provisions of the Trust Indenture Act:

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

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

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


                                      -45-
<PAGE>   56
         (d) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

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

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

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

         (h) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder.

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

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof. The Trustee
shall not be responsible for doing or performing any thing or act which the
Company shall have covenanted to do or perform, or for any compliance with any
covenant by the Company, nor, except as may be otherwise required by the Trust
Indenture Act, shall the Trustee be bound to ascertain or inquire as to the
performance of any covenant, condition or agreement by the Company, but it may
require full information and advice in regard to any of the foregoing.

Section 605.      May Hold Securities.

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


                                      -46-
<PAGE>   57
Section 606.      Money Held in Trust.

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

Section 607.      Compensation and Reimbursement.

         The Company agrees

                           (1) to pay to the Trustee from time to time such
                  compensation as is agreed upon in writing, or, if no such
                  agreement exists, reasonable compensation for all services
                  rendered by it hereunder (which compensation shall not be
                  limited by any provision of law in regard to the compensation
                  of a trustee of an express trust), and shall have a lien
                  therefor prior to the Securities on any and all property and
                  funds at any time held or collected by it under this Indenture
                  for such compensation;

                           (2) except as otherwise expressly provided herein, to
                  reimburse the Trustee upon its request for all reasonable
                  expenses, disbursements and advances incurred or made by the
                  Trustee in accordance with any provision of this Indenture
                  (including the reasonable compensation and the expenses and
                  disbursements of its agents and counsel, which compensation,
                  expenses and disbursements shall be set forth in sufficient
                  detail), and shall have a lien therefor prior to the
                  Securities on any and all property and funds at any time held
                  or collected by it under this Indenture for such expenses
                  and disbursements, except any such expense, disbursement or
                  advance as may be attributable to its negligence, willful
                  misconduct or bad faith; and

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

         "Trustee" for purposes of this Section shall include any predecessor
Trustee; provided, however, that the negligence, willful misconduct or bad
faith of any Trustee hereunder shall not affect the rights of any other Trustee
hereunder.

         When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(e) or Section 501(f), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law. The provisions of this Section 607 shall survive the
termination for any reason of this Indenture.

Section 608.      Conflicting Interests.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein. In determining whether the Trustee has
a conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded for
purposes of the conflicting interest provisions of such Section 310(b) the
Securities of every other series issued under this Indenture. Nothing herein
shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.


                                      -47-
<PAGE>   58
Section 609.      Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be eligible
to act as trustee under the Trust Indenture Act and which shall have a combined
capital and surplus of at least $50,000,000. If the Trustee does not have an
office in The City of New York, the Trustee may appoint an agent in The City of
New York reasonably acceptable to the Company to conduct any activities which
the Trustee may be required under this Indenture to conduct in The City of New
York. If the Trustee does not have an office in The City of New York or has not
appointed an agent in The City of New York, the Trustee shall be a participant
in The Depository Trust Company and FAST distribution systems. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of a Federal, State, or District of Columbia supervising or
examining authority, then for the purposes of this Section 609, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 609, the Trustee shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

Section 610.      Resignation and Removal; Appointment of Successor Trustee.

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

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

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

         (d) If at any time:

                           (1) the Trustee shall fail to comply with Section
                  310(b) of the Trust Indenture Act pursuant to Section 608
                  hereof with respect to any series of Securities after written
                  request therefor by the Company or by any Holder who has been
                  a bona fide Holder of a Security for at least six months, or

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

                           (3) the Trustee shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent or a receiver of the
                  Trustee or of its property shall be


                                      -48-
<PAGE>   59
                  appointed or any public officer shall take charge or control
                  of the Trustee or of its property or affairs for the purpose
                  of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514 hereof,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

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

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

Section 611.      Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the


                                      -49-
<PAGE>   60
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee 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 co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the 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 liens provided for
in Section 607.

         (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section 611, as the case may be.

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

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

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


                                      -50-
<PAGE>   61
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 613.      Preferential Collection of Claims Against Company.

         (a) Subject to Subsection (b) of this Section 613, if the Trustee shall
be or shall become a creditor, directly or indirectly, secured or unsecured, of
the Company within three months prior to a default, as defined in Subsection (c)
of this Section 613, or subsequent to such a default, then, unless and until
such default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities, as defined in
Subsection (c) of this Section 613:

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

                           (2) all property received by the Trustee in respect
                  of any claims as such creditor, either as security therefor,
                  or in satisfaction or composition thereof, or otherwise, after
                  the beginning of such three-month period, or an amount equal
                  to the proceeds of any such property, if disposed of, subject,
                  however, to the rights, if any, of the Company and its other
                  creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

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

                                    (B) to realize, for its own account, upon
                           any property held by it as security for any such
                           claim, if such property was so held prior to the
                           beginning of such three-month period;

                                    (C) to realize, for its own account, but
                           only to the extent of the claim hereinafter
                           mentioned, upon any property held by it as security
                           for any such claim, if such claim was created after
                           the beginning of such three-month period and such
                           property was received as security therefor
                           simultaneously with the creation thereof, and if the
                           Trustee shall sustain the burden of proving that at
                           the time such property was so received the


                                      -51-
<PAGE>   62
                           Trustee had no reasonable cause to believe that a
                           default, as defined in Subsection (c) of this Section
                           613, would occur within three months; or

                                    (D) to receive payment on any claim referred
                           to in paragraph (B) or (C), against the release of
                           any property held as security for such claim as
                           provided in paragraph (B) or (C), as the case may be,
                           to the extent of the fair value of such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three-month period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

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

         Any Trustee which has resigned or been removed after the beginning of
such three-month period shall be subject to the provisions of this Subsection as
though such resignation or removal


                                      -52-
<PAGE>   63
had not occurred. If any Trustee has resigned or been removed prior to the
beginning of such three-month period, it shall be subject to the provisions of
this Subsection if and only if the following conditions exist:

                           (i) the receipt of property or reduction of claim,
                  which would have given rise to the obligation to account, if
                  such Trustee had continued as Trustee, occurred after the
                  beginning of such three-month period; and

                           (ii) such receipt of property or reduction of claim
                  occurred within three months after such resignation or
                  removal.

         (b) here shall be excluded from the operation of Subsection (a) of this
Section 613 a creditor relationship arising from:

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

                           (2) advances authorized by a receivership or
                  bankruptcy court of competent jurisdiction or by this
                  Indenture, for the purpose of preserving any property which
                  shall at any time be subject to the lien of this Indenture or
                  of discharging tax liens or other prior liens or encumbrances
                  thereon, if notice of such advances and of the circumstances
                  surrounding the making thereof is given to the Holders at the
                  time and in the manner provided in this Indenture;

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

                           (4) an Indebtedness created as a result of services
                  rendered or premises rented; or an Indebtedness created as a
                  result of goods or securities sold in a cash transaction, as
                  defined in Subsection (c) of this Section 613;

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

                           (6) the acquisition, ownership, acceptance or
                  negotiation of any drafts, bills of exchange, acceptances or
                  obligations which fall within the classification of
                  self-liquidating paper, as defined in Subsection (c) of this
                  Section 613.

         (c)      For the purposes of this Section 613 only:

                           (1) the term "default" means any failure to make
                  payment in full of the principal of or interest on any of the
                  Securities or upon the other indenture securities when and as
                  such principal or interest becomes due and payable;


                                      -53-
<PAGE>   64
                           (2) the term "other indenture securities" means
                  securities upon which the Company is an obligor (as defined in
                  the Trust Indenture Act) outstanding under any other indenture
                  (i) under which the Trustee is also trustee, (ii) which
                  contains provisions substantially similar to the provisions of
                  this Section 613, and (iii) under which a default exists at
                  the time of the apportionment of the funds and property held
                  in such special account;

                           (3) the term "cash transaction" means any transaction
                  in which full payment for goods or securities sold is made
                  within seven days after delivery of the goods or securities in
                  currency or in checks or other orders drawn upon banks or
                  bankers and payable upon demand;

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

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

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

Section 614.      Authenticating Agents.

         From time to time the Trustee, in its sole discretion, may appoint one
or more Authenticating Agents with respect to one or more series of Securities
with power to act on the Trustee's behalf and subject to its direction in the
authentication and delivery of Securities of such series or in connection with
transfers and exchanges under Sections 304, 305, 306, and 1107 hereof as fully
to all intents and purposes as though the Authenticating Agent had been
expressly authorized by those Sections of this Indenture to authenticate and
deliver Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities by an Authenticating Agent pursuant to
this Section 614 shall be deemed to be authentication and delivery of such
Securities "by the Trustee". Each such Authenticating Agent must (a) be
reasonably acceptable to the Company and (b) at all times be a corporation
organized and doing business under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal, State or
District of Columbia authority. If such corporation publishes reports of
condition at least annually pursuant to law or the requirements of such
authority, then for the purposes of this Section 614 the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at


                                      -54-
<PAGE>   65
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 614, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 614.

         Any corporation into which any Authenticating Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation or to which any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate trust business of any Authenticating
Agent, shall be the successor of the Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this Section 614, without the
execution or filing of any paper or any further act on the part of the parties
hereto or the Authenticating Agent or such successor corporation.

         An Authenticating Agent may resign at any time by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 614, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall mail notice of such appointment to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as the names and addresses of such Holders appear on the Security
Register. Any successor Authenticating Agent, upon acceptance of its appointment
hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 614.

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 614, and the
Trustee shall be entitled to be reimbursed for such payments pursuant to Section
607 hereof.

         If an appointment with respect to one or more series of Securities is
made pursuant to this Section 614, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

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

Dated:




                                                    ----------------------------
                                                    As Trustee


                                      -55-
<PAGE>   66
                                                    ----------------------------
                                                    As Authenticating Agent





                                                    ----------------------------
                                                    Administrative Officer


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

                           (a) [semi-annually], not later than 15 days after
                  each Regular Record Date, or, in the case of any series of
                  Securities on which [semi-annual] interest is not payable, not
                  more than 15 days after such [semi-annual] dates as may be
                  specified by the Trustee, a list, in such form as the Trustee
                  may reasonably require, of the names and addresses of the
                  Holders as of such Regular Record Date or [semi-annual] date,
                  as the case may be, and

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

provided, however, that if and so long as the Trustee is Security Registrar for
any series of Securities, no such list shall be required to be furnished with
respect to any such series.

Section 702.      Preservation of Information; Communications to Holders.

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


                                      -56-
<PAGE>   67
         (b) If three or more Holders (herein referred to as "applicants") apply
in writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five business days after the receipt of such
application, at its election, either

                           (i) afford such applicants access to the information
                  preserved at the time by the Trustee in accordance with
                  Section 702(a) hereof, or

                           (ii) inform such applicants as to the approximate
                  number of Holders whose names and addresses appear in the
                  information preserved at the time by the Trustee in accordance
                  with Section 702(a) hereof, and as to the approximate cost of
                  mailing to such Holders the form of proxy or other
                  communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) hereof a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

         (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b) hereof, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
702(b) hereof.


                                      -57-
<PAGE>   68
Section 703.      Reports by Trustee.

         (a) Within 60 days after the first May 15 which occurs not less than 60
days following the first date of issuance of Securities of any series under this
Indenture and within 60 days after May 15 in every year thereafter, the Trustee
shall transmit by mail to all Holders, as their names and addresses appear in
the Security Register, a brief report dated as of such May 15 with respect to
any of the following events which may have occurred within the previous 12
months (but if no such event has occurred within such period no report need be
transmitted):

                           (1) any change to its eligibility under Section 609
                  hereof and its qualifications under Section 608 hereof;

                           (2) the creation of or any material change to a
                  relationship specified in Section 608 hereof;

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

                           (4) any change to the amount, interest rate and
                  maturity date of all other Indebtedness owing by the Company
                  (or by any other obligor on the Securities) to the Trustee in
                  its individual capacity, on the date of such report, with a
                  brief description of any property held as collateral security
                  therefor, except an Indebtedness based upon a creditor
                  relationship arising in any manner described in Sections
                  613(b)(2), (3), (4) or (6) hereof;

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

                           (6) any release, or release and substitution, of
                  property subject to the lien of this Indenture, if any (and
                  the consideration therefor, if any) which it has not
                  previously reported;

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

                           (8) any action taken by the Trustee in the
                  performance of its duties hereunder which it has not
                  previously reported and which in its opinion materially
                  affects the Securities, except action in respect of a default,
                  notice of which has been or is to be withheld by the Trustee
                  in accordance with Section 602 hereof.

         (b) The Trustee shall transmit by mail to all Holders, as their names
and addresses appear in the Security Register, a brief report with respect to
(1) the release, or release and


                                      -58-
<PAGE>   69
substitution, of property subject to the lien of this Indenture (and the
consideration therefor, if any) unless the fair value of such property, is less
than 10% of the principal amount of Securities outstanding at the time of such
release, or release and substitution, and (2) the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee (as such) since the date of the last
report transmitted pursuant to Subsection (a) of this Section 703 (or if no such
report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds held or collected
by it as Trustee and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of the Securities Outstanding at such time, such
report to be transmitted within 90 days after such time.

         (c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each national securities exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any national
securities exchange.

Section 704.      Reports by Company.

         The Company shall:

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

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

                           (3) transmit by mail to all Holders, as their names
                  and addresses appear in the Security Register, within 30 days
                  after the filing thereof with the Trustee, such summaries of
                  any information, documents and reports required to be filed by
                  the Company pursuant to paragraphs (1) and (2) of this Section
                  704 as


                                      -59-
<PAGE>   70
                  may be required by rules and regulations prescribed from time
                  to time by the Commission.

                                  ARTICLE EIGHT

               CONSOLIDATION, MERGER, CONVEYANCE, SALE OR TRANSFER

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

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

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

         (b) immediately after giving effect to such transaction no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have 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 consolidation,
merger, conveyance, or other transfer and such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transactions have been complied with.

Section 802.      Successor Corporation to be Substituted.

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


                                      -60-
<PAGE>   71
                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.      Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders, 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 Person to
                  the Company and the assumption by any such successor of the
                  covenants of the Company herein and in the Securities;

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

                           (3) to add any additional Events of Default;

                           (4) to add to or change any of the provisions of this
                  Indenture to such extent as shall be necessary to permit or
                  facilitate the issuance of Securities in bearer form,
                  registrable or not registrable as to principal, and with or
                  without interest coupons, or to facilitate the issuance of
                  Securities in uncertificated form, or to permit or facilitate
                  the issuance of extendible or remarketed Securities;

                           (5) to change or eliminate any of the provisions of
                  this Indenture, provided that any such change or elimination
                  shall become effective only as to the Securities of any series
                  created by such supplemental indenture and Securities of any
                  series subsequently created to which such change or
                  elimination is made applicable by the subsequent supplemental
                  indenture creating such series;

                           (6) to secure all but not part of the Securities;

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

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


                                      -61-
<PAGE>   72
                            (9) to provide for any rights of the Holders of
                  Securities of any series to require the repurchase of
                  Securities of such series by the Company;

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

                           (11) to modify, alter, amend or supplement this
                  Indenture in any other respect which is not materially adverse
                  to Holders, which does not involve a change described in
                  clauses (1), (2) or (3) of Section 902 hereof; or

                           (12) to change any place or places where (1) the
                  principal of and premium, if any, and interest, if any, on all
                  or any series of Securities shall be payable, (2) all or any
                  series of Securities may be surrendered for registration of
                  transfer, (3) all or any series of Securities may be
                  surrendered for exchange and (4) notices and demands to or
                  upon the Company in respect of all or any series of Securities
                  and this Indenture may be served.

         Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

                  (x) if any such amendment shall require one or more changes to
         any provisions hereof or the inclusion herein of any additional
         provisions, or shall by operation of law be deemed to effect such
         changes or incorporate such provisions by reference or otherwise, this
         Indenture shall be deemed to have been amended so as to conform to such
         amendment to the Trust Indenture Act, and the Company and the Trustee
         may, without the consent of any Holders, enter into an indenture
         supplemental hereto to effect or evidence such changes or additional
         provisions; or

                  (y) if any such amendment shall permit one or more changes to,
         or the elimination of, any provisions hereof which, at the date of the
         execution and delivery hereof or at any time thereafter, are required
         by the Trust Indenture Act to be contained herein, this Indenture shall
         be deemed to have been amended to effect such changes or elimination,
         and the Company and the Trustee may, without the consent of any
         Holders, enter into an indenture supplemental hereto to evidence such
         amendment hereof, provided such amendment does not have a material
         adverse effect on any Holders.


                                      -62-
<PAGE>   73
Section 902.      Supplemental Indentures with Consent of Holders.

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

                           (1) change the Stated Maturity of the principal of,
                  or any installment of principal of or interest, if any, on,
                  any Security, or reduce the principal amount thereof or the
                  rate of interest thereon or any premium payable upon the
                  redemption thereof, or reduce the amount of the principal of
                  an Original Issue Discount Security that would be due and
                  payable upon a declaration of acceleration of the Maturity
                  thereof pursuant to Section 502 hereof, or change any Place of
                  Payment where, or the coin or currency in which, any Security
                  or any premium or the interest thereon is payable, or impair
                  the right to institute suit for the enforcement of any such
                  payment on or after the Stated Maturity thereof (or, in the
                  case of redemption or repayment at the option of the Holder,
                  on or after the Redemption Date or Repayment Date,
                  respectively),

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

                           (3) modify any of the provisions of this Section 902
                  or Section 513 hereof, except to increase any such percentage
                  or to provide that certain other provisions of this Indenture
                  cannot be modified or waived without the consent of the Holder
                  of each Outstanding Security affected thereby, provided,
                  however, that this clause shall not be deemed to require the
                  consent of any Holder with respect to changes in the
                  references to "the Trustee" and concomitant changes in this
                  Section 902, or the deletion of this proviso, in accordance
                  with the requirements of Sections 611(b) and 901(8) hereof.

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.


                                      -63-
<PAGE>   74
         It shall not be necessary under this Section 902 that the particular
form of any proposed supplemental indenture be approved by an Act, provided that
the substance of such proposed supplemental indenture shall have been approved.

Section 903.      Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601 hereof) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904.      Effect of Supplemental Indentures.

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

Section 905.      Conformity with Trust Indenture Act.

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

Section 906.      Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE TEN

                                    COVENANTS

Section 1001.     Payment of Principal, Premium and Interest.

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


                                      -64-
<PAGE>   75
Section 1002.     Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and, in such event, the Trustee shall act as the
Company's agent to receive all such presentations, surrenders, notices and
demands.

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

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

         If the Company at any time acts as its own Paying Agent with respect to
any series of Securities, it will, on or before each due date of the principal
of (and premium, if any) or interest, if any, on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest,
if any, so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

         Whenever the Company has one or more Paying Agents for any series of
Securities, it will, no later than 11:00 a.m., New York Time, on or prior to
each due date of the principal of (and premium, if any) or interest, if any, on
any Securities of that series, deposit with a Paying Agent a sum in immediately
available funds sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
failure so to act.

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 1003, that such Paying Agent will:

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


                                      -65-
<PAGE>   76
                           (2) give the Trustee notice of any default by the
                  Company (or any other obligor upon the Securities of that
                  series) in the making of any payment of principal (and
                  premium, if any) or interest, if any, on the Securities of
                  that series; and

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

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

         The Company initially authorizes the Trustee to act as Paying Agent for
the Securities on its behalf. The Company may at any time and from time to time
authorize one or more Persons to act as Paying Agent in addition to or in place
of the Trustee with respect to any series of Securities issued under this
Indenture.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest, if any, on any Security of any series and remaining unclaimed
for two years after such principal (and premium, if any) or interest has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such payment to the
Company, may at the expense of the Company cause to be mailed, on one occasion
only, notice to such Holder 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 mailing, any unclaimed balance of such money then remaining will be paid to
the Company.

Section 1004.     Corporate Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and will use its best efforts to do or cause to be done all things
necessary to preserve and keep in full force and effect its rights (charter and
statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company.


                                      -66-
<PAGE>   77
Section 1005.     Maintenance of Properties.

         The Company will cause all tangible properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section 1005 shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary.

Section 1006.     Maintenance of Insurance.

         The Company will maintain, and will cause each of its Subsidiaries to
maintain, with insurers the Company reasonably believes to be financially sound
and reputable, insurance deemed adequate by the Company with respect to its
properties and business and the properties and business of its Subsidiaries
against loss or damage of the kinds customarily insured against by corporations
in the same or similar business. Such insurance may be subject to co-insurance,
deductibility or similar clauses which, in effect, result in self-insurance of
certain losses, provided that such self-insurance is in accord with the
practices of corporations in the same or similar business and adequate insurance
reserves are maintained in connection with such self-insurance.

Section 1007.     Limitation on Liens.

         (a) Nothing contained in this Indenture or in the Securities in any way
restricts or prevents the Company or any of its Subsidiaries from incurring any
Indebtedness; provided that if this covenant is made applicable to the
Securities of any particular series, the Company will not issue, assume or
guarantee (including any contingent obligation to purchase) or permit to exist
any Debt secured by a Lien upon any property of the Company, including the
capital stock of any of its Subsidiaries, without effectively providing that the
outstanding Securities (together with, if the Company so determines, any other
indebtedness or obligation then existing or thereafter created ranking equally
with the Securities) shall be secured equally and ratably with (or prior to)
such Debt so long as such Debt shall be so secured (provided, that for the
purpose of providing such equal and ratable security, the principal amount of
Outstanding Securities of any series of Original Issue Discount Securities shall
be such portion of the principal amount as may be specified in the terms of that
series). This restriction will not, however, apply to:

                           (i) Liens in existence on the date of the original
                  issue of the Securities to which this restriction is made
                  applicable including, without limitation, "stock forward"
                  transactions;

                           (ii) Liens created solely for the purpose of securing
                  Debt incurred to finance, refinance or refund the purchase
                  price or cost (including the cost of construction) of property
                  acquired after the date hereof (by purchase, construction or
                  otherwise), or Liens in favor of guarantors of obligations or
                  Debt representing, or incurred to finance, refinance or
                  refund, such purchase price or cost, provided that no such
                  Lien shall extend to or cover any property other than the
                  property so acquired and improvements thereon and provided
                  further that such Liens are created no later than 24 months
                  after the purchase or construction;

                           (iii) Liens on any property or assets acquired from a
                  corporation which is merged with or into the Company, which
                  Liens are not created as a result of or in connection with or
                  in anticipation of any such merger (unless such Liens were
                  created to secure or provide for the payment of any part of
                  the purchase price of such corporation);

                           (iv) any Lien on any property or assets existing at
                  the time of acquisition thereof and which is not created as a
                  result of or in connection with or in anticipation of such
                  acquisition (unless such Lien was created to secure or provide
                  for the payment of any part of the purchase price of such
                  property or assets); or

                           (v) any extension, renewal or replacement of any Lien
                  referred to in the foregoing clauses, provided that the
                  principal amount of Debt so secured thereby shall not exceed
                  the principal amount of Debt so secured at the time of such
                  extension, renewal or replacement, and that such extension,
                  renewal or replacement Lien shall be limited to all or part of
                  substantially the same property which secured the Lien
                  extended, renewed or replaced (plus improvements on such
                  property).

                  (b) Notwithstanding the foregoing, the Company may issue or
assume Debt secured by Liens on cash of the Company which would otherwise be
subject to the foregoing restrictions in an aggregate principal amount which
does not at the time of issuance or assumption exceed $100 million. The
following types of transactions shall not be deemed to create Debt secured by
Liens: Liens required by any contract or statute in order to permit the Company
to perform any contract or subcontract made by it with or at the request of a
governmental entity or any department, agency or instrumentality thereof, or to
secure partial, progress, advance or any other payments to the Company by such
governmental unit pursuant to the provisions of any contract or statute; and
share forwards with respect to shares of the Company accounted for as equity
transactions under applicable FASB guidelines wherein the shares collateralize
the forward repayment obligation.

Section 1008.     Statement by Officers as to Default.

         The Company will deliver to the Trustee on or before May 15 in each
year, an Officers' Certificate stating that in the course of the performance by
each signer of his duties as an officer of the Company he would normally have
knowledge of any default by the Company in the performance and observance of any
of the covenants contained in Sections 1001 to 1007 hereof, stating whether or
not he has knowledge of any such default and, if so, specifying each such
default of which such signer has knowledge and the nature thereof.

Section 1009.     Defeasance of Certain Obligations.

         The Company may omit to comply with any term, provision or condition
set forth in Section 801 or in Sections 1004 to 1007, inclusive, hereof with
respect to the Securities of any series, provided that the following conditions
shall have been satisfied:

                           (1) the Company has deposited or caused to be
                  irrevocably deposited (except as provided in Section 402(c)
                  hereof and the last paragraph of Section 1003 hereof) with the
                  Trustee (specifying that each deposit is pursuant to this
                  Section 1009) as trust funds in trust, specifically pledged as
                  security for, and


                                      -67-
<PAGE>   78
                  dedicated solely to, the benefit of the Holders of the
                  Securities of such series, (i) money in the currency or units
                  of currency in which such Securities are payable in an amount,
                  or (ii) (except as provided in a supplemental indenture with
                  respect to such series) if Securities of such series are not
                  subject to repurchase at the option of Holders, (A) U.S.
                  Government Obligations (denominated in the same currency or
                  units of currency in which such Securities are payable) which
                  through the payment of interest and principal in respect
                  thereof in accordance with their terms will provide not later
                  than one day before the due date of any payment referred to in
                  clause (x) or (y) of this subparagraph (1) money in an amount,
                  or (B) a combination thereof, in each case sufficient, in the
                  opinion of a nationally recognized firm of independent
                  certified public accountants expressed in a written
                  certification thereof delivered to the Trustee, to pay and
                  discharge, and which the Trustee shall be instructed to apply
                  to pay and discharge, (x) the principal of (and premium, if
                  any) and each installment of principal (and premium, if any)
                  and interest, if any, on the Outstanding Securities of such
                  series on the Stated Maturity of such principal or installment
                  of principal or interest or to and including the Redemption
                  Date irrevocably designated by the Company pursuant to
                  subparagraph (4) of this Section 1009 and (y) any mandatory
                  sinking fund payments applicable to the Securities of such
                  series on the day on which payments are due and payable in
                  accordance with the terms of the Indenture and of the
                  Securities of such series;

                           (2) no Event of Default or event which with notice or
                  lapse of time would become an Event of Default (including by
                  reason of such deposit) with respect to the Securities of such
                  series shall have occurred and be continuing on the date of
                  such deposit;

                           (3) the Company shall have delivered to the Trustee
                  an Opinion of Counsel to the effect (i) that Holders of the
                  Securities of such series will not recognize income, gain,
                  loss, or expense for Federal income tax purposes as a result
                  of such deposit and defeasance of certain obligations and will
                  take into account all items of income, gain, loss or expense
                  with respect to the Securities at the same time and in the
                  same manner as if such deposit and defeasance had not taken
                  place; (ii) that such provision would not cause any
                  outstanding Securities of such series then listed on any
                  national securities exchange to be delisted as a result
                  thereof; and (iii) that the defeasance trust is not, or is
                  registered as, an investment company under the Investment
                  Company Act of 1940;

                           (4) if the Company has deposited or caused to be
                  deposited money or U.S. Government Obligations to pay or
                  discharge the principal of (and premium, if any) and interest,
                  if any, on the Outstanding Securities of a series to and
                  including a Redemption Date on which all of the Outstanding
                  Securities of such series are to be redeemed, such Redemption
                  Date shall be irrevocably designated by a Board Resolution
                  delivered to the Trustee on or prior to the date of deposit of
                  such money or U.S. Government Obligations, and such Board
                  Resolution shall be accompanied by an irrevocable Company
                  Request that the Trustee give notice of such redemption in the
                  name and at the expense of the Company not less than 30


                                      -68-
<PAGE>   79
                  nor more than 60 days prior to such Redemption Date in
                  accordance with Section 1104 hereof; and

                           (5) the Company has delivered to the Trustee an
                  Officers' Certificate and an Opinion of Counsel, each stating
                  that all conditions precedent herein provided for relating to
                  the satisfaction and discharge of the Securities have been
                  complied with.

Section 1010.     Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 801 or in Sections 1004 to
1007, inclusive, hereof, with respect to the Securities of any series if before
the time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

Section 1011.     Further Assurances.

         The Company shall, at its own cost and expense, execute and deliver to
the Trustee all such other documents, instruments and agreements and do all such
other acts and things as may be reasonably required, in the opinion of the
Trustee, to enable the Trustee to exercise and enforce its rights under this
Indenture and under the documents, instruments and agreements required under
this Indenture and to carry out the intent of this Indenture.

Section 1012. Sale and Leaseback Transactions.

         If this covenant is made applicable to the Senior Notes of any series,
the Company will not enter into any Sale and Leaseback Transaction unless
either:

                           (1) the Company would be entitled pursuant to Section
                  1007 hereof to create Debt secured by a Lien on the property
                  to be leased back in an amount equal to the Attributable Value
                  of such Sale and Leaseback Transaction without the Senior
                  Notes being effectively secured equally and ratably with (or
                  prior to) that Debt; or

                           (2) the Company, within 270 days after the sale or
                  transfer of the relevant assets shall have been made, applies,
                  in the case of a sale or transfer for cash, an amount equal to
                  the net proceeds from the sale or, in the case of a sale or
                  transfer otherwise than for cash, an amount equal to the fair
                  market value of the property so leased (as determined by any
                  two trustees of the Company) to:

                                    (a) the retirement of long-term Indebtedness
                           of the Company ranking prior to or on a parity with
                           the Senior Notes or

                                    (b) the investment in any property used in
                           the ordinary course of business by the Company.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.     Applicability of Article.

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

Section 1102.     Election to Redeem; Notice to Trustee.

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


                                      -69-
<PAGE>   80
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

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

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

         Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Company and delivered
to the Security Registrar at least 60 days prior to the Redemption Date as being
owned of record and beneficially by, and not pledged or hypothecated by either
(a) the Company or (b) an entity specifically identified in such written
statement which is an Affiliate of the Company.

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

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

Section 1104.     Notice of Redemption.

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

         All notices of redemption shall state:

                           (1)      the Redemption Date,

                           (2)      the Redemption Price (if known),

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


                                      -70-
<PAGE>   81
                           (4) that on the Redemption Date the Redemption Price,
                  together with accrued interest, if any, will become due and
                  payable upon each such Security to be redeemed and, if
                  applicable, that interest thereon will cease to accrue on and
                  after said date,

                           (5) the place or places where such Securities are to
                  be surrendered for payment of the Redemption Price, together
                  with accrued interest, if any,

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

                           (7) the CUSIP or ISIN numbers, if any, assigned to
                  such Securities (if then generally in use); provided, however,
                  that such notice may state that no representation is made as
                  to the correctness of the CUSIP or ISIN numbers either as
                  printed on the Securities or as contained in any notice of
                  redemption, in which case none of the Company, the Trustee or
                  any agent of the Company or the Trustee shall have any
                  liability in respect of the use of any CUSIP or ISIN number or
                  numbers on such notices, and the redemption of such Securities
                  shall not be affected by any defect in or omission of such
                  numbers, and

                           (8) such other matters as the Company shall deem
                  desirable or appropriate.

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

Section 1105.     Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003 hereof) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date (to the extent that such
amounts are not already on deposit at such time in accordance with the
provisions of Sections 401, 403 or 1009 hereof).

Section 1106.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued and
unpaid interest) such Securities shall cease to bear interest. Upon surrender of
any such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued and
unpaid interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307 hereof.


                                      -71-
<PAGE>   82
         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

Section 1107.     Securities Redeemed in Part.

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201.     Applicability of Article.

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

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

Section 1202.     Satisfaction of Sinking Fund Payments with Securities.

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Company or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Company and delivered to the Trustee for cancellation pursuant
to Section 309 hereof, (b) receive credit for optional sinking fund payments
(not previously so credited) made pursuant to this Section 1202, or (c) receive
credit for Securities of such series (not previously so credited) redeemed by
the Company through any optional redemption provision contained in the


                                      -72-
<PAGE>   83
terms of such series. Securities so delivered or credited shall be received or
credited by the Trustee at the sinking fund Redemption Price specified in such
Securities.

Section 1203.     Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying (a) the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, (b) whether or not the
Company intends to exercise its right, if any, to make an optional sinking fund
payment with respect to such series on the next ensuing sinking fund payment
date and, if so, the amount of such optional sinking fund payment, and (c) 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 1202 hereof, and will also deliver
to the Trustee any Securities to be so delivered. Such written statement shall
be irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Company, on or before any such 60th day, to deliver such written
statement and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Company (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect therefor and (ii) that the Company will make no optional
sinking fund payment with respect to such series as provided in this Section
1203.

         Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 hereof and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104 hereof. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1105, 1106 and 1107 hereof.

         The Trustee shall not redeem or cause to be redeemed any Security of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest with respect to Securities of that series or an
Event of Default with respect to the Securities of that series except that,
where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such
Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default,
shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default, be deemed to have been
collected under Article Five and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 513
hereof or the default or Event of Default cured on or before the 60th day
preceding the sinking fund payment date, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
1203 to the redemption of such Securities.


                                      -73-
<PAGE>   84
                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

Section 1301.     Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of one or more, or all, 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 1302.     Call, Notice and Place of Meetings.

         (a) The Trustee may at any time call a meeting of Holders of Securities
of one or more, or all, series, for any purpose specified in Section 1301, to be
held at such time and at such place in the Borough of Manhattan, The City of New
York, as the Trustee shall determine, or, with the approval of the Company, at
any other place. Notice of every such meeting, 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 herein, not less than 21
nor more than 180 days prior to the date fixed for the meeting.

         (b) If the Trustee shall have been requested to call a meeting of the
Holders of Securities of one or more, or all, series, by the Company or by the
Holders of 33% in aggregate principal amount of all of such series, considered
as one class, for any purpose specified in Section 1301, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have given 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 in such other place as shall be determined or 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.

         (c) Any meeting of Holders of Securities of one or more, or all,
series, shall be valid without notice if the Holders of all Outstanding
Securities of such series are present in person or by proxy and if
representatives of the Company and the Trustee are present, or if notice is
waived in writing before or after the meeting by the Holders of all Outstanding
Securities of such series, or by such of them as are not present at the meeting
in person or by proxy, and by the Company and the Trustee.

Section 1303.     Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of one
or more, or all, series, a Person shall be (a) a Holder of one or more
Outstanding Securities of such series, or (b) 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 attend any meeting of Holders of Securities of
any series shall be the Persons entitled


                                      -74-
<PAGE>   85
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.

Section 1304.     Quorum; Action.

         The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of the series with respect to which a meeting
shall have been called as hereinbefore provided, considered as one class, shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting which this
Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of such series, considered as one class, the Persons
entitled to vote such specified percentage in principal amount of the
Outstanding Securities of such series, considered as one class, shall constitute
a quorum. In the absence of a quorum within one hour 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 such period as may be 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 such
period as may be determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Except as provided by Section 1305(e),
notice of the reconvening of any meeting adjourned for more than 30 days shall
be given as provided in Section 1302(a) not less than 10 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 provisions of this Indenture, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of the
series with respect to which such meeting shall have been called, considered as
one class; provided, however, that, except as so limited, any resolution with
respect to any action which this Indenture expressly provides may be taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series, considered as one
class, 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 such series, considered as one class.

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

                                      -75-
<PAGE>   86
Section 1305. Attendance at Meetings; Determination of Voting Rights; Conduct
              and Adjournment of Meetings.

         (a) Attendance at meetings of Holders of Securities may be in person or
by proxy; and, to the extent permitted by law, any such proxy shall remain in
effect and be binding upon any future Holder of the Securities with respect to
which it was given unless and until specifically revoked by the Holder or future
Holder of such Securities before being voted.

         (b) 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 in regard to proof of the holding of such Securities and
of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 104 and the appointment of any
proxy shall be proved in the manner specified in Section 104. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 104 or
other proof.

         (c) 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 as provided in Section 1302(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 aggregate principal amount of the Outstanding
Securities of all series represented at the meeting, considered as one class.

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

         (e) Any meeting duly called pursuant to Section 1302 at which a quorum
is present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Securities of all
series represented at the meeting, considered as one class; and the meeting may
be held as so adjourned without further notice.

Section 1306.     Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities, of the series with respect to which the
meeting shall have been called, 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 of all
votes cast at the meeting. A record of


                                      -76-
<PAGE>   87
the proceedings of each meeting of Holders 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 1302 and, if applicable, Section 1304. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the 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 1307.     Action Without Meeting.

         In lieu of a vote of Holders at a meeting as hereinbefore contemplated
in this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by written
instruments as provided in Section 104.

                                ARTICLE FOURTEEN

                                  MISCELLANEOUS

Section 1401.     Counterparts.

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

Section 1402.     Liability of Trustees and Shareholders.

         The Declaration of Trust of the Company provides that no shareholder of
the Company shall be held to any liability whatever for the payment of any sum
of money, or for damages or otherwise under any contract, obligation or
undertaking made, entered into or issued by the trustees of the Company or by
any officer, agent or representative elected or appointed by the trustees and no
such contract, obligation or undertaking shall be enforceable against the
trustees or any of them in their or his individual capacities or capacity and
all such contracts, obligations and undertakings shall be enforceable only
against the trustees as such, and every person, firm, association, trust and
corporation having any claim or demand arising out of any such contract,
obligation or undertaking shall look only to the trust estate for the payment or
satisfaction thereof.


                                      -77-
<PAGE>   88
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


[Seal]                                             NORTHEAST UTILITIES




                                                   By --------------------------
                                                         Name:
                                                         Title:
Attest:




-------------------------------
 Name:
 Title:  Secretary
[Seal]                                             THE BANK OF NEW YORK,
                                                   as Trustee




                                                   By --------------------------
                                                         Name:
                                                         Title:
Attest:




-------------------------------
 Name:
 Title:
<PAGE>   89
[______________] OF [________________])
                                     :  ss. :
COUNTY OF [__________________________])

         On the ____ DAY OF __________, 2001, before me personally came
_______________________, to me known, who, being by me duly sworn, did depose
and say that he is a ______________ of Northeast Utilities, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.









[______________] OF [________________])
_________                             :  ss. :
COUNTY OF [__________________________])

         On the ____ day of ___________, 2001, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
he is a ______________ of [________________], A [___________________] banking
corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.