<PAGE>   1

                                                                     EXHIBIT 4.3

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

                             ARROW ELECTRONICS, INC.

                                       and

                           [                        ],

                                     Trustee

                                   ----------
                                    Indenture

                          Dated as of [         ], 20[  ]

                          Subordinated Debt Securities

                                   ----------

================================================================================
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                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.........................1

       Section 1.1. Definitions .............................................1
       Section 1.02. Other Definitions ......................................6
       Section 1.03. Incorporation By Reference Of Trust Indenture Act ......6
       Section 1.04. Rules of Construction ..................................7

ARTICLE 2 THE SECURITIES ....................................................7

       Section 2.1. Form ....................................................7
       Section 2.2. Execution and Authentication ............................7
       Section 2.3. Amount Unlimited; Issuable in Series ....................9
       Section 2.4. Denomination And Date Of Securities; Payments Of
                      Interest .............................................11
       Section 2.5. Registrar And Paying Agent; Agents Generally ...........12
       Section 2.6. Paying Agent To Hold Money In Trust ....................12
       Section 2.7. Transfer And Exchange ..................................13
       Section 2.8. Replacement Securities .................................15
       Section 2.9. Outstanding Securities .................................16
       Section 2.10. Temporary Securities ..................................17
       Section 2.11. Cancellation ..........................................17
       Section 2.12. CUSIP Numbers .........................................17
       Section 2.13. Defaulted Interest ....................................17
       Section 2.14. Series May Include Tranches ...........................17

ARTICLE 3 REDEMPTION .......................................................18

       Section 3.1. Applicability Of Article ...............................18
       Section 3.2. Notice Of Redemption; Partial Redemptions ..............18
       Section 3.3. Payment of Securities Called For Redemption ............20
       Section 3.4. Exclusion Of Certain Securities From Eligibility For
                      Selection For Redemption .............................20
       Section 3.5. Mandatory And Optional Sinking Funds ...................21

ARTICLE 4 COVENANTS ........................................................23

       Section 4.1. Payment Of Securities ..................................23
       Section 4.2. Maintenance Of Office Or Agency ........................23
       Section 4.3. Certificate To Trustee .................................24
       Section 4.4. Reports By The Company .................................24


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ARTICLE 5 SUCCESSOR CORPORATION ............................................25

       Section 5.1. When Companies May Merge, Etc ..........................25
       Section 5.2. Successor Substituted ..................................25

ARTICLE 6 DEFAULT AND REMEDIES .............................................26

       Section 6 1. Events Of Default ......................................26
       Section 6.2. Acceleration ...........................................26
       Section 6.3. Other Remedies .........................................28
       Section 6.4. Waiver Of Past Defaults ................................28
       Section 6.5. Control By Majority ....................................28
       Section 6.6. Limitation On Suits ....................................29
       Section 6.7. Rights Of Holders To Receive Payment ...................29
       Section 6 8. Collection Suit By Trustee .............................29
       Section 6.9. Trustee May File Proofs Of Claim .......................30
       Section 6.10. Application Of Proceeds ...............................30
       Section 6.11. Restoration Of Rights And Remedies ....................31
       Section 6.12. Undertaking For Costs .................................31
       Section 6.13. Rights And Remedies Cumulative ........................31
       Section 6.14. Delay Or Omission Not Waiver ..........................31

ARTICLE 7 TRUSTEE ..........................................................32

       Section 7.1. General ................................................32
       Section 7.2. Certain Rights Of Trustee ..............................32
       Section 7.3. Individual Rights Of Trustee ...........................33
       Section 7 4. Trustee's Disclaimer ...................................34
       Section 7.5. Notice Of Default ......................................34
       Section 7.6. Reports By Trustee To Holders ..........................34
       Section 7.7. Compensation And Indemnity .............................34
       Section 7.8. Replacement Of Trustee .................................35
       Section 7.9. Successor Trustee By Merger, Etc .......................36
       Section 7.10. Eligibility ...........................................36
       Section 7.11. Money Held In Trust ...................................37

ARTICLE 8 DISCHARGE OF INDENTURE ...........................................37

       Section 8.1. Defeasance Within One Year Of Payment ..................37
       Section 8.2. Defeasance .............................................38
       Section 8.3. Covenant Defeasance ....................................39
       Section 8.4. Application Of Trust Money .............................40
       Section 8.5. Repayment To Company ...................................40

ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS ..............................40

       Section 9.1. Without Consent Of Holders .............................40
       Section 9.2. With Consent Of Holders ................................41
       Section 9.3. Revocation And Effect Of Consent .......................42
       Section 9.4. Notation On Or Exchange Of Securities ..................43


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      Section 9.5. Trustee To Sign Amendments, Etc .........................43
      Section 9.6. Conformity With Trust Indenture Act .....................43

ARTICLE 10 SUBORDINATION ...................................................44

      Section 10.1. Agreement To Subordinate ...............................44
      Section 10.2. Distribution On Dissolution Or Reorganization;
                      Subrogation Of Securities ............................44
      Section 10.3. No Payment On Securities If Senior Indebtedness Is
                      In Default ...........................................46
      Section 10.4. Payments On Securities Permitted .......................47
      Section 10.5. Authorization Of Securityholders To Trustee To Effect
                      Subordination ........................................47
      Section 10.6. Knowledge Of Trustee ...................................48
      Section 10.7. Trustee May Hold Senior Indebtedness ...................48
      Section 10.8. Rights Of Holders Of Senior Indebtedness Not Impaired ..48
      Section 10.9. Modification Of Terms Of Senior Indebtedness ...........48

ARTICLE 11 MISCELLANEOUS ...................................................49

      Section 11.1. Trust Indenture Act Of 1939 ............................49
      Section 11.2. Notices ................................................49
      Section 11.3. Certificate And Opinion As To Conditions Precedent .....50
      Section 11.4. Statements Required In Certificate Or Opinion ..........50
      Section 11.5. Evidence Of Ownership ..................................51
      Section 11.6. Rules By Trustee, Paying Agent Or Registrar ............52
      Section 11.7. Payment Date Other Than A Business Day .................52
      Section 11.8. Governing Law ..........................................52
      Section 11.9. No Adverse Interpretation Of Other Agreements ..........52
      Section 11.10. Successors ............................................52
      Section 11.11. Duplicate Originals ...................................52
      Section 11.12. Separability ..........................................52
      Section 11.13. Table Of Contents, Headings, Etc ......................53
      Section 11.14. Incorporators, Shareholders, Officers and Directors
                       Of Company Exempt From Individual Liability .........53
      Section 11.15. Judgment Currency .....................................53


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                                  [Tie Sheet]


                                       iv
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      INDENTURE, dated as of [             ], 20[  ], between Arrow Electronics,
Inc, a New York corporation (the "Company"), and [            ] (the "Trustee").

                             RECITALS OF THE COMPANY

            WHEREAS, the Company has duly authorized the issue from time to time
of its subordinated debentures, notes or other evidences of indebtedness, which
may or may not be convertible into or exchangeable for any securities of any
Person (including the Company), to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may from time to time be
authorized in accordance with the terms of this Indenture and to provide, among
other things, for the authentication, delivery and administration thereof, the
Company has duly authorized the execution and delivery of this Indenture; and

            WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done;

            NOW, THEREFORE:

            In consideration of the premises and the purchases of the Securities
by the holders thereof, the Company and the Trustee mutually covenant and agree
for the equal and proportionate benefit of the respective holders from time to
time of the Securities or of any and all series thereof and of the coupons, if
any, appertaining thereto as follows:

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            Section 1.1 Definitions.

            "Agent" means any Registrar, Paying Agent, transfer agent or
Authenticating Agent.

            "Authorized Newspaper" means a newspaper (which, in the case of The
City of New York, will, if practicable, be The Wall Street Journal (Eastern
Edition) and in the case of London, will, if practicable, be the Financial Times
(London Edition) and published in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York or London,
as applicable. If it shall be impractical in the opinion of the Trustee to make
any publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.
<PAGE>   7

            "Board Resolution" means one or more resolutions of the board of
directors of the Company or any authorized committee thereof, certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted and
to be in full force and effect on the date of certification, and delivered to
the Trustee.

            "Business Day" means any day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of New York or
in the city in which the Corporate Trust Office is located, with respect to any
Security the interest on which is based on the offered quotations in the
interbank Eurodollar market for dollar deposits in London, or with respect to
Securities denominated in a specified currency other than United States dollars,
in the principal financial center of the country of the specified currency.

            "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's capital stock or equity,
including, without limitation, all Common Stock and Preferred Stock.

            "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.

            "Common Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's common stock, whether now
outstanding or issued after the date of this Indenture, including, without
limitation, all series and classes of such common stock.

            "Company" means the party named as such in the first paragraph of
this Indenture until a successor replaces it pursuant to Article 5 of this
Indenture and thereafter means the successor.


            "Consolidated Net Tangible Assets" means total assets after
deducting therefrom all current liabilities and intangible assets as set forth
in the most recent balance sheet of the Company and its consolidated
Subsidiaries and computed in accordance with GAAP.


            "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at [__________], Attention: [__________].

            "Default" means any Event of Default as defined in Section 6.1 and
any event that is, or after notice or passage of time or both would be, an Event
of Default.

            "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Registered Global Securities, the
Person designated as Depositary by the Company pursuant to Section 2.3 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series. The initial Depositary shall be The Depository Trust
Company, New York, New York.


                                       2
<PAGE>   8

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

            "Holder" or "Securityholder" means the registered holder of any
Security with respect to Registered Securities and the bearer of any
Unregistered Security or any coupon appertaining thereto, as the case may be.

            "Indebtedness" of the Company means any liability or obligation of
the Company (whether incurred directly by the Company, by assumption or
otherwise) (i) for money borrowed, or (ii) for indebtedness (whether or not
secured by lien, pledge or deposit), including trade accounts payable, created
in favor of a vendor or seller for, or to finance all or part of, the purchase
price of property, equipment or other assets, or (iii) arising under a lease of
property, equipment or other assets which, pursuant to generally accepted
accounting principles then in effect, is classified upon the balance sheet of
the Company as a liability of the Company, or (iv) arising under an express
written guaranty by the Company of the liability or obligation of another
(including any subsidiary of the Company) which is outstanding on the date of
this Indenture as originally executed, or any such guaranty thereafter executed
by the Company where the liability or obligation of the Company arising
thereunder is, under the express provisions of such guaranty, superior in right
of payment to the Securities.

            "Indenture" means this Indenture as originally executed or as it may
be amended or supplemented from time to time by one or more indentures
supplemental to this Indenture entered into pursuant to the applicable
provisions of this Indenture and shall include the forms and terms of the
Securities of each series established as contemplated pursuant to Sections 2.1
and 2.3.

            "Officer" means, with respect to the Company, the Chairman of the
Board of Directors, the President or Chief Executive Officer, any Vice
President, the Chief Financial Officer, the Treasurer or any Assistant
Treasurer, or the Secretary or any Assistant Secretary.

            "Officers' Certificate" means a certificate signed in the name of
the Company (i) by the Chairman of the Board of Directors, the President or
Chief Executive Officer or a Vice President and (ii) by the Chief Financial
Officer, the Treasurer or any Assistant Treasurer, or the Secretary or any
Assistant Secretary, complying with Section 11.4 and delivered to the Trustee.
Each such certificate shall comply with Section 314 of the Trust Indenture Act
and include (except as otherwise expressly provided in this Indenture) the
statements provided in Section 11.4, if and to the extent required thereby.

            "Opinion of Counsel" means a written opinion signed by legal
counsel, who may be an employee of or counsel to the Company, satisfactory to
the Trustee and complying with Section 11.4. Each such opinion shall comply with
Section 314 of the Trust Indenture Act and include the statements provided in
Section 11.4, if and to the extent required thereby.

            "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of authentication of such Security or (b) the date of
any Security (or portion thereof) for which such Security was issued (directly
or indirectly) on registration of transfer, exchange or substitution.


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<PAGE>   9

            "Original Issue Discount Security" means any Security that provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the maturity thereof pursuant to Section 6.2.

            "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof 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 an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

            "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's preferred or preference stock,
whether now outstanding or issued after the date of this Indenture, including,
without limitation, all series and classes of such preferred or preference
stock.

            "Principal" of a Security means the principal amount of, and, unless
the context indicates otherwise, includes any premium payable on, the Security.


            "Principal Property" means any manufacturing or processing plant or
warehouse owned at the date hereof or hereafter acquired by the Company or any
Restricted Subsidiary of the Company which is located within the United States
and the gross book value of which (including related land and improvements
thereon and all machinery and equipment included therein without deduction of
any depreciation reserves) on the date as of which the determination is being
made exceeds 2% of Consolidated Net Tangible Assets, other than (i) any such
manufacturing or processing plant or warehouse or any portion thereof (together
with the land on which it is erected and fixtures comprising a part thereof)
which is financed by industrial development bonds which are tax exempt pursuant
to Section 103 of the Internal Revenue Code (or which receive similar tax
treatment under any subsequent amendments thereto or any successor laws thereof
or under any other similar statute of the United States), (ii) any property
which in the opinion of the Company's Board of Directors is not of material
importance to the total business conducted by the Company as an entirety , or
(iii) any protion of a particular property which is similarly found not to be
of material importance to the use or operation of such property.


            "Registered Global Security" means a Security evidencing all or a
part of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.2, and bearing the legend prescribed in
Section 2.2.

            "Registered Security" means any Security registered on the Security
Register (as defined in Section 2.5).

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


            "Restricted Subsidiary" means a Subsidiary of the Company (i)
substantially all the property of which is located, or substantially all the
business of which is carried on, within the United States, and (ii) which owns
Principal Property; provided, however, that any Subsidiary may be declared a
Restricted Subsidiary by Board Resolution, effective as of the date such Board
Resolution is adopted; provided further, that any such declaration may be
rescinded by further Board Resolution, effective as of the date such further
Board Resolution is adopted.


            "Securities" means any of the securities, as defined in the first
paragraph of the recitals hereof, that are authenticated and delivered under
this Indenture and, unless the context indicates otherwise, shall include any
coupon appertaining thereto.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Senior Indebtedness" of the Company means (a) the principal of,
premium, if any, and interest on all Indebtedness, whether outstanding on the
date of this Indenture as originally executed or thereafter created or incurred,
unless, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such Indebtedness is not superior
in right of payment to the Securities; and (b) any amendments, modifications,
deferrals, renewals or extensions of any such Senior Indebtedness, or
debentures,


                                       4
<PAGE>   10

notes or other evidences of indebtedness issued in exchange for any such Senior
Indebtedness; provided, however, that Senior Indebtedness shall not be deemed to
include (i) Indebtedness which constitutes Subordinated Indebtedness and (ii)
any other debt securities issued pursuant to this Indenture.


            "Subordinated Indebtedness" of the Company means the principal of,
premium, if any, and interest, on Indebtedness, whether outstanding on the date
of execution of this Indenture or thereafter created, assumed or incurred, which
Indebtedness is by its terms expressly stated to be junior and subordinate in
right of payment to other Indebtedness of the Company (other than the
Securities).


            "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the outstanding
Voting Stock is owned, directly or indirectly, by such Person and one or more
other Subsidiaries of such Person.

            "Trustee" means the party named as such in the first paragraph of
this Indenture until a successor replaces it in accordance with the provisions
of Article 7 and thereafter means such successor.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as it may be amended from time to time.

            "UCC" means the Uniform Commercial Code, as in effect in each
applicable jurisdiction.

            "United States Bankruptcy Code" means the Bankruptcy Reform Act of
1978, as amended and as codified in Title 11 of the United States Code, as
amended from time to time hereafter, or any successor federal bankruptcy law.

            "Unregistered Security" means any Security other than a Registered
Security.

            "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of an agency or instrumentality
of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, 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 the 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.

            "Voting Stock" means with respect to any Person, Capital Stock of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.


                                       5
<PAGE>   11

            "Yield to Maturity" means, as the context may require, the yield to
maturity (i) on a series of Securities or (ii) if the Securities of a series are
issuable from time to time, on a Security of such series, calculated at the time
of issuance of such series in the case of clause (i), or at the time of issuance
of such Security of such series in the case of clause (ii), or, if applicable,
at the most recent redetermination of interest on such series or on such
Security, and calculated in accordance with the constant interest method or such
other accepted financial practice as is specified in the terms of such Security.

            Section 1.02. Other Definitions. Each of the following terms is
defined in the section set forth opposite such term:

<TABLE>
<CAPTION>
                 Term                    Section
                 ----                    -------
      <S>                                 <C>
      Authenticating Agent                 2.2
      Cash Transaction                     7.3
      Dollars                              4.2
      Event of Default                     6.1
      Judgment Currency                   11.15
      mandatory sinking fund payment       3.5
      optional sinking fund payment        3 5
      Paying Agent                         2.5
      Record Date                          2.4
      Registrar                            2.5
      Required Currency                   11.15
      Security Register                    2.5
      Self-Liquidating Paper               7.3
      sinking fund payment date            3.5
      tranche                              2.14
</TABLE>

            Section 1.03. Incorporation By Reference Of Trust Indenture Act.
Whenever this Indenture refers to a provision of the Trust Indenture Act, the
provision is incorporated by reference in and made a part of this Indenture. The
following terms used in this Indenture that are defined by the Trust Indenture
Act have the following meanings:

            "indenture securities" means the Securities;

            "indenture security holder" means a Holder or a Securityholder;

            "indenture to be qualified" means this Indenture;

            "indenture trustee" or "institutional trustee" means the Trustee;
      and

            "obligor" on the indenture securities means the Company or any other
      obligor on the Securities.


                                       6
<PAGE>   12

            All other terms used in this Indenture that are defined by the Trust
Indenture Act, defined by reference in the Trust Indenture Act to another
statute or defined by a rule of the Commission and not otherwise defined herein
have the meanings assigned to them therein.

            Section 1.04. Rules of Construction. Unless the context otherwise
requires:

            (i) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

            (ii) words in the singular include the plural, and words in the
      plural include the singular;

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

            (iv) all references to Sections or Articles refer to Sections or
      Articles of this Indenture unless otherwise indicated; and

            (v) use of masculine, feminine or neuter pronouns should not be
      deemed a limitation, and the use of any such pronouns should be construed
      to include, where appropriate, the other pronouns.

                                    ARTICLE 2

                                 THE SECURITIES

            Section 2.1. Form. The Securities of each series shall be
substantially in such form or forms (not inconsistent with this Indenture) as
shall be established by or pursuant to one or more Board Resolutions or in one
or more indentures supplemental hereto, or in one or more Officer's Certificates
pursuant to such Board Resolutions or supplemental indentures, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture, as may be required to comply with any law, or
with any rules of any securities exchange or usage, all as may be determined by
the officers executing such Securities as evidenced by their execution of the
Securities. Unless otherwise so established, Unregistered Securities shall have
coupons attached.

            Section 2.2. Execution and Authentication. Two officers shall
execute the Securities (other than coupons) for the Company by facsimile or
manual signature in the name and on behalf of the Company. The seal of the
Company, if any, shall be reproduced on the Securities. If an Officer whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid.

            The Trustee, at the expense of the Company, may appoint an
authenticating agent (the "Authenticating Agent") to authenticate Securities
other than coupons. The Authenticating


                                       7
<PAGE>   13

Agent may authenticate Securities whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by
such Authenticating Agent.

            A Security (other than coupons) shall not be valid until the Trustee
or Authenticating Agent manually signs the certificate of authentication on the
Security. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series having
attached thereto appropriate coupons, if any. executed by the Company to the
Trustee for authentication together with the applicable documents referred to
below in this Section, and the Trustee shall thereupon authenticate and deliver
such Securities to or upon the written order of the Company. In authenticating
any Securities of a series, the Trustee shall be entitled to receive prior to
the first authentication of any Securities of such series, and (subject to
Article 7) shall be fully protected in relying upon, unless and until such
documents have been superseded or revoked:

            (1) any Board Resolution and/or executed supplemental indenture
      referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and
      terms of the Securities of that series were established;

            (2) any Officers' Certificate referred to in Sections 2.1 and 2.3
      setting forth the form or forms and terms of the Securities, stating that
      the form or forms and terms of the Securities of such series have been, or
      will be when established in accordance with such procedures as shall be
      referred to therein, established in compliance with this Indenture; and

            (3) at the option of the Company, either an Opinion of Counsel, or a
      letter addressed to the Trustee permitting it to rely on an Opinion of
      Counsel, substantially to the effect that the Securities have been duly
      authorized and, if executed and authenticated in accordance with the
      provisions of the Indenture and delivered to and duly paid for by the
      purchasers thereof on the date of such opinion, would be entitled to the
      benefits of the Indenture and would be valid and binding obligations of
      the Company, enforceable against the Company in accordance with their
      respective terms, subject to bankruptcy, insolvency, reorganization,
      receivership, moratorium and other similar laws affecting creditors'
      rights generally, general principles of equity, and such other matters as
      shall be specified therein.

            If the Company shall establish pursuant to Section 2.3 that the
Securities of a series or a portion thereof are to be issued in the form of one
or more Registered Global Securities, then the Company shall execute and the
Trustee shall authenticate and deliver one or more Registered Global Securities
that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Securities of such series issued in
such form and not yet canceled, (ii) shall be registered in the name of the
Depositary for such Registered Global Security or Securities or the nominee of
such Depositary, (iii) shall be delivered by the Trustee to such Depositary or
its custodian or pursuant to such Depositary's instructions and (iv) shall bear
a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in


                                       8
<PAGE>   14

part for Securities in definitive registered form, this Security may not be
transferred except as a whole by the Depositary to the nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary."

            Section 2 3. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued in one or more series and each such
series shall rank equally and pari passu with all other unsecured and
unsubordinated debt of the Company. There shall be established in or pursuant to
Board Resolution or one or more indentures supplemental hereto, or in an
Officer's Certificate pursuant to such Board Resolution or such supplemental
indenture, prior to the initial issuance of Securities of any series, subject to
the last sentence of this Section 2.3,

            (1) the designation of the Securities of the series, which shall
      distinguish the Securities of the Series from the Securities of all other
      series;

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      and any limitation on the ability of the Company to increase such
      aggregate principal amount after the initial issuance of the Securities of
      that series (except for securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, or upon
      redemption of, other Securities of the series pursuant hereto);

            (3) the date or dates on which the principal of the Securities of
      the series is payable (which date or dates may be fixed or extendible);

            (4) the rate or rates (which may be fixed or variable) per annum at
      which the Securities of the series shall bear interest, if any, the date
      or dates from which such interest shall accrue, on which such interest
      shall be payable and (in the case of Registered Securities) on which a
      record shall be taken for the determination of Holders to whom interest is
      payable and/or the method by which such rate or rates or date or dates
      shall be determined;

            (5) if other than as provided in Section 4.2, the place or places
      where the principal of and any interest on Securities of the series shall
      be payable, any Registered Securities of the series may be surrendered for
      conversion, exchange, notices, demands to or upon the Company in respect
      of the Securities of the series and this Indenture may be served and
      notice to Holders may be published;

            (6) the right, if any, of the Company to redeem Securities of the
      series, in whole or in part, at its option and the period or periods
      within which, the price or prices at which and any terms and conditions
      upon which Securities of the series may be so redeemed, pursuant to any
      sinking fund or otherwise;

            (7) the obligation, if any, of the Company to redeem, purchase or
      repay Securities of the series pursuant to any mandatory redemption,
      sinking fluid or analogous


                                       9
<PAGE>   15

      provisions or at the option of a Holder thereof and the price or prices at
      which and the period or periods within which and any of the terms and
      conditions upon which Securities of the series shall be redeemed,
      purchased or repaid, in whole or in part, pursuant to such obligation;

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

            (9) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series which shall be payable upon
      acceleration of the maturity thereof;

            (10) if other than the coin or currency in which the Securities of
      the series are denominated, the coin or currency in which payment of the
      principal of or interest on the Securities of the series shall be payable
      or if the amount of payments of principal of and/or interest 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 of the
      series are denominated, the manner in which such amounts shall be
      determined;

            (11) if other than the currency of the United States of America, the
      currency or currencies, including composite currencies, in which payment
      of the Principal of and interest on the Securities of the series shall be
      payable, and the manner in which any such currencies shall be valued
      against other currencies in which any other Securities shall be payable;

            (12) whether the Securities of the series or any portion thereof
      will be issuable as Registered Securities (and if so, whether such
      Securities will be issuable as Registered Global Securities) or
      Unregistered Securities (with or without coupons), or any combination of
      the foregoing, any restrictions applicable to the offer, sale or delivery
      of Unregistered Securities or the payment of interest thereon and, if
      other than as provided herein, the terms upon which Unregistered
      Securities of any series may be exchanged for Registered Securities of
      such series and vice versa;

            (13) whether and under what circumstances the Company will pay
      additional amounts on the Securities of the series held by a person who is
      not a U.S. person in respect of any tax, assessment or governmental charge
      withheld or deducted and, if so, whether the Company will have the option
      to redeem such Securities rather than pay such additional amounts;

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

            (15) unless otherwise provided herein, any trustees, depositaries,
      authenticating or paying agents, transfer agents or the registrar or any
      other agents with respect to the Securities of the series;


                                       10
<PAGE>   16

            (16) provisions, if any, for the defeasance of the Securities of the
      series (including provisions permitting defeasance of less than all
      Securities of the series), which provisions may be in addition to, in
      substitution for, or in modification of (or any combination of the
      foregoing) the provisions of Article 8;

            (17) if the Securities of the series are issuable in whole or in
      part as one or more Registered Global Securities, the identity of the
      Depositary for such Registered Global Security or Securities (which
      Depositary shall, at the time of its designation as Depositary and at all
      times while it serves as Depositary, be a clearing agency registered under
      the Exchange Act and any other applicable statute or regulation) if other
      than The Depository Trust Company, New York, New York;

            (18) if the Securities of the series are to be convertible into or
      exchangeable for any securities of any Person (including the Company), the
      terms and conditions upon which such Securities will be so convertible or
      exchangeable;

            (19) any other events of default or covenants with respect to the
      Securities of the series in addition to the Events of Default or covenants
      set forth herein; and

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

            All Securities of any one series and coupons, if any, appertaining
thereto shall be substantially identical, except in the case of Registered
Securities as to date and denomination, except in the case of any Periodic
Offering and except as may otherwise be provided by or pursuant to the Board
Resolution referred to above or as set forth in any such indenture supplemental
hereto, or Officer's Certificate pursuant to such Board Resolution or such
supplemental indenture. All Securities of any one series need not be issued at
the same time and may be issued from time to time, consistent with the terms of
this Indenture, if so provided by or pursuant to such Board Resolution or in any
such indenture supplemental hereto, or Officer's Certificate pursuant to such
Board Resolution or such supplemental indenture, and any forms and terms of
Securities to be issued from time to time may be completed and established from
time to time prior to the issuance thereof by procedures described in such Board
Resolution or supplemental indenture, or Officer's Certificate pursuant to such
Board Resolution or such supplemental indenture.

            Section 2.4. Denomination And Date Of Securities; Payments Of
Interest. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as
contemplated by Section 2.3 or, if not so established with respect to Securities
of any series, in denominations of $1,000 and any integral multiple thereof. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the Officers of the Company
executing the same may determine, as evidenced by their execution thereof.

            Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest and shall be payable on the dates, established as contemplated by
Section 2.3.


                                       11
<PAGE>   17

            The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Company shall default in the payment of the
interest due on such interest payment date for such series, in which case the
provisions of Section 2.13 shall apply. The term "Record Date" as used with
respect to an interest payment date (except a date for payment of defaulted
interest) for the Securities of any series shall mean the date specified as such
in the terms of the Registered Securities of such series established as
contemplated by Section 2.3, or, if no such date is so established, the
fifteenth day next preceding such interest payment date, whether or not such
record date is a Business Day.

            Section 2.5. Registrar And Paying Agent; Agents Generally. The
Company shall maintain an office or agency where Securities may be presented for
registration, registration of transfer or for exchange (the "Registrar") and an
office or agency where Securities may be presented for payment (the "Paying
Agent"), which shall be in the Borough of Manhattan, The City of New York. The
Company shall cause the Registrar to keep a register of the Registered
Securities and of their registration, transfer and exchange (the "Security
Register"). The Company may have one or more additional Paying Agents or
transfer agents with respect to any series.

            The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture and the Trust Indenture Act that relate to such
Agent. The Company shall give prompt written notice to the Trustee of the name
and address of any Agent and any change in the name or address of an Agent. If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such.

            The Company may remove any Agent upon written notice to such Agent
and the Trustee; provided that no such removal shall become effective until (i)
the acceptance of an appointment by a successor Agent to such Agent as evidenced
by an appropriate agency agreement entered into by the Company and such
successor Agent and delivered to the Trustee or (ii) notification to the Trustee
that the Trustee shall serve as such Agent until the appointment of a successor
Agent in accordance with clause (i) of this proviso. The Company or any
affiliate of the Company may act as Paying Agent or Registrar; provided that
neither the Company nor an affiliate of the Company shall act as Paying Agent in
connection with the defeasance of the Securities or the discharge of this
Indenture under Article 8.

            The Company initially appoints the Trustee as Registrar and Paying
Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall
make available to the Trustee ten days prior to each interest payment date and
at such other times as the Trustee may reasonably request the names and
addresses of the Holders as they appear in the Security Register.

            Section 2.6 Paying Agent To Hold Money In Trust. Not later than
10:00 a.m. New York City time on each due date of any Principal or interest on
any Securities, the Company shall deposit with the Paying Agent money in
immediately available funds sufficient


                                       12
<PAGE>   18

to pay such Principal or interest. The Company shall require each Paying Agent
other than the Trustee to agree in writing that such Paying Agent shall hold in
trust for the benefit of the Holders of such Securities or the Trustee all money
held by the Paying Agent for the payment of Principal of and interest on such
Securities and shall promptly notify the Trustee of any default by the Company
in making any such payment. The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee and account for any funds disbursed,
and the Trustee may at any time during the continuance of any payment default,
upon written request to a Paying Agent, require such Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed. Upon
doing so, the Paying Agent shall have no further liability for the money so paid
over to the Trustee. If the Company or any affiliate of the Company acts as
Paying Agent, it will, on or before each due date of any Principal of or
interest on any Securities, segregate and hold in a separate trust fund for the
benefit of the Holders thereof a sum of money sufficient to pay such Principal
or interest so becoming due until such sum of money shall be paid to such
Holders or otherwise disposed of as provided in this Indenture, and will
promptly notify the Trustee in writing of its action or failure to act as
required by this Section.

            Section 2.7. Transfer And Exchange. Unregistered Securities (except
for any temporary global Unregistered Securities) and coupons (except for
coupons attached to an temporary global Unregistered Securities) shall be
transferable by delivery.

            At the option of the Holder thereof, Registered Securities of any
series (other than a Registered Global Security, except as set forth below) may
be exchanged for a Registered Security or Registered Securities of such series
and tenor having authorized denominations and an equal aggregate principal
amount, upon surrender of such Registered Securities to be exchanged at the
agency of the Company that shall be maintained for such purpose in accordance
with Section 2.5 and upon payment, if the Company shall so require, of the
charges hereinafter provided. If the Securities of any series are issued in both
registered and unregistered form, except as otherwise established pursuant to
Section 2.3, at the option of the Holder thereof, Unregistered Securities of any
series may be exchanged for Registered Securities of such series and tenor
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Company that shall be maintained for such purpose in accordance with Section
4.2, with, in the case of Unregistered Securities that have coupons attached,
all unmatured coupons and all matured coupons in default thereto appertaining,
and upon payment, if the Company shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Securities of any
series, maturity date, interest rate and original issue date are issued in more
than one authorized denomination, except as otherwise established pursuant to
Section 2.3, such Unregistered Securities may be exchanged for Unregistered
Securities of such series and tenor having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to be
exchanged at the agency of the Company that shall be maintained for such purpose
in accordance with Section 4.2, with, in the case of Unregistered Securities
that have coupons attached, all unmatured coupons and all matured coupons in
default thereto appertaining, and upon payment, if the Company shall so require,
of the charges hereinafter provided. Registered Securities of any series may not
be exchanged for Unregistered Securities of such series. 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.


                                       13
<PAGE>   19

            All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing.

            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 exchange
or registration of transfer of Securities. No service charge shall be made for
any such transaction.

            Notwithstanding any other provision of this Section 2.7, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

            If at any time the Depositary for any Registered Global Securities
of any series notifies the Company that it is unwilling or unable to continue as
Depositary for such Registered Global Securities or if at any time the
Depositary for such Registered Global Securities shall no longer be eligible
under applicable law, the Company shall appoint a successor Depositary eligible
under applicable law with respect to such Registered Global Securities. If a
successor Depositary eligible under applicable law for such Registered Global
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will
execute, and the Trustee, upon receipt of the Company's order for the
authentication and delivery of definitive Registered Securities of such series
and tenor, will authenticate and deliver Registered Securities of such series
and tenor, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of such Registered Global Securities, in exchange
for such Registered Global Securities.

            The Company may at any time and in its sole discretion determine
that any Registered Global Securities of any series shall no longer be
maintained in global form. In such event the Company will execute, and the
Trustee, upon receipt of the Company's order for the authentication and delivery
of definitive Registered Securities of such series and tenor, will authenticate
and deliver, Registered Securities of such series and tenor in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
such Registered Global Securities, in exchange for such Registered Global
Securities.

            Any time the Registered Securities of any series are not in the form
of Registered Global Securities pursuant to the preceding two paragraphs, the
Company agrees to supply the Trustee with a reasonable supply of certificated
Registered Securities without the legend required by Section 2.2 and the Trustee
agrees to hold such Registered Securities in safekeeping until authenticated and
delivered pursuant to the terms of this Indenture.

            If established by the Company pursuant to Section 2.3 with respect
to any Registered Global Security, the Depositary for such Registered Global
Security may surrender such Registered Global Security in exchange in whole or
in part for Registered Securities of the


                                       14
<PAGE>   20

same series and tenor in definitive registered form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge,

            (i) to the Person specified by such Depositary new Registered
      Securities of the same series and tenor, of any authorized denominations
      as requested by such Person, in an aggregate principal amount equal to and
      in exchange for such Person's beneficial interest in the Registered Global
      Security; and

            (ii) to such Depositary a new Registered Global Security in a
      denomination equal to the difference, if any, between the principal amount
      of the surrendered Registered Global Security and the aggregate principal
      amount of Registered Securities authenticated and delivered pursuant to
      clause (i) above.


            Registered Securities issued in exchange for a Registered Global
Security pursuant to this Section 2.7 shall be registered in such names and in
such authorized denominations as the Depositary for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Company or the Trustee.
The Trustee or such agent shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.


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

            Notwithstanding anything herein or in the forms or terms of any
Securities to the contrary, none of the Company, the Trustee or any agent of the
Company or the Trustee shall be required to exchange any Unregistered Security
for a Registered Security if such exchange would result in adverse Federal
income tax consequences to the Company (such as, for example, the inability of
the Company to deduct from its income, as computed for Federal income tax
purposes, the interest payable on the Unregistered Securities) under then
applicable United States Federal income tax laws. The Trustee and any such agent
shall be entitled to rely on an Officers Certificate or an Opinion of Counsel in
determining such result.

            Neither the Registrar nor the Company shall be required (i) to
issue, authenticate, register the transfer of or exchange Securities of any
series for a period of 15 days before a selection of such Securities to be
redeemed or (ii) to register the transfer of or exchange any Security selected
for redemption in whole or in part.

            Section 2.8. Replacement Securities. If a defaced or mutilated
Security of any series is surrendered to the Trustee or if a Holder claims that
its Security of any series has been lost, destroyed or wrongfully taken, the
Company shall, subject to the further provisions of this Section 2.8, issue and
the Trustee shall authenticate a replacement Security of such series and tenor
and principal amount bearing a number not contemporaneously outstanding. The
Company may charge such Holder for any tax or other governmental charge that may
be imposed as a result of or in connection with replacing a Security and for its
expenses and the expenses of the Trustee (including without limitation
attorneys' fees and expenses) in replacing a Security. In


                                       15
<PAGE>   21

case any such mutilated, defaced, lost, destroyed or wrongfully taken Security
has become or is about to become due and payable, the Company in its discretion
may pay such Security instead of issuing a new Security in replacement thereof.
If required by the Trustee or the Company, (i) an indemnity bond must be
furnished that is sufficient in the judgment of both the Trustee and the Company
to protect the Company, the Trustee and any Agent from any loss that any of them
may suffer if a Security is replaced or paid as provided in this Section 2.8 and
(ii) in the case of a lost, destroyed or wrongfully taken Security, evidence
must be furnished to the satisfaction of both the Trustee and the Company of the
loss, destruction or wrongful taking of such Security. Notwithstanding the
foregoing, the Company and the Trustee shall have no obligation to replace or
pay a Security pursuant to this Section 2.8 if either the Company or the Trustee
has notice that such Security has been acquired by a bona fide purchaser.

            Every replacement Security is an additional obligation of the
Company and shall be entitled to the benefits of this Indenture.

            To the extent permitted by law, the foregoing provisions of this
Section are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities.

            Section 2.9. Outstanding Securities. Securities outstanding at any
time are all Securities that have been authenticated and delivered by the
Trustee except for those canceled by it, those delivered to it for cancellation
and those described in this Section as not outstanding.

            If a Security is replaced pursuant to Section 2.8, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a holder in due
course.

            If the Paying Agent (other than the Company or an affiliate of the
Company) holds on the maturity date or any redemption date or date for
repurchase of the Securities money sufficient to pay Securities payable or to be
redeemed or repurchased on that date, then on and after that date such
Securities cease to be outstanding and interest on them shall cease to accrue.

            A Security does not cease to be outstanding because the Company or
one of its affiliates holds such Security, 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, Securities owned by the Company or any
affiliate of the Company 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 as to which a Responsible Officer of the Trustee has
received written notice to be so owned shall be so disregarded. Any Securities
so owned that are pledged by the Company, or by any affiliate of the Company, as
security for loans or other obligations, otherwise than to another such
affiliate of the Company, shall be deemed to be outstanding, if the pledgee is
entitled pursuant to the terms of its pledge agreement and is free to exercise
in its or his discretion the right to vote such securities, uncontrolled by the
Company or by any such affiliate.


                                       16
<PAGE>   22

            Section 2.10. Temporary Securities. Until definitive Securities of
any series are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities of such series. Temporary Securities of any
series shall be substantially in the form of definitive Securities of such
series but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officers executing the temporary Securities,
as evidenced by their execution of such temporary Securities. If temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the
preparation of definitive Securities of any series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series and
tenor upon surrender of such temporary Securities at the office or agency of the
Company designated for such purpose pursuant to Section 4.2, 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 such series and tenor and authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled to
the same benefits under this Indenture as definitive Securities of such series.

            Section 2.11 Cancellation. The Company at any time may deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold.
The Registrar, any transfer agent and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for transfer, exchange or payment.
The Trustee shall cancel and destroy all Securities surrendered for transfer,
exchange, payment or cancellation and shall deliver a certificate of destruction
to the Company. The Company may not issue new Securities to replace Securities
it has paid in full or delivered to the Trustee for cancellation.

            Section 2.12. CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" and "CINS" numbers (if then generally in use), and the Trustee
shall use CUSIP numbers or CINS numbers, as the case may be, in notices of
redemption or exchange as a convenience to Holders and no representation shall
be made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of redemption or exchange.

            Section 2.13. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, it shall pay, or shall deposit with the
Paying Agent money in immediately available funds sufficient to pay, the
defaulted interest plus (to the extent lawful) any interest payable on the
defaulted interest (as may be specified in the terms thereof, established
pursuant to Section 2.3) to the Persons who are Holders on a subsequent special
record date, which shall mean the 15th day next preceding the date fixed by the
Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before such special record date, the Company
shall mail to each Holder and to the Trustee a notice that states the special
record date, the payment date and the amount of defaulted interest to be paid.

            Section 2.14. Series May Include Tranches. A series of Securities
may include one or more tranches (each, a "tranche") of Securities, including
Securities issued in a Periodic Offering. The Securities of different tranches
may have one or more different terms, including


                                       17
<PAGE>   23

authentication dates and public offering prices, but all the Securities within
each such tranche shall have identical terms, including authentication date and
public offering price. Notwithstanding any other provision of this Indenture,
with respect to Sections 2.2 (other than the fourth paragraph thereof) through
2.4, 2.7, 2.8, 2.10, 3.1 through 3.5, 4.2, 6.1 through 6.14, 8.1 through 8.5 and
9.2, if any series of Securities includes more than one tranche, all provisions
of such sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to
such series or tranche pursuant to Section 2.3. In particular, and without
limiting the scope of the next preceding sentence, any of the provisions of such
sections which provide for or permit action to be taken with respect to a series
of Securities shall also be deemed to provide for and permit such action to be
taken instead only with respect to Securities of one or more tranches within
that series (and such provisions shall be deemed satisfied thereby), even if no
comparable action is taken with respect to Securities in the remaining tranches
of that series.


                                    ARTICLE 3

                                   REDEMPTION

            Section 3.1. Applicability Of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.

            Section 3.2. Notice Of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Company shall be given by mailing
notice of such redemption by first class mail postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Registered Securities of such series at their last addresses as they shall
appear upon the Securities Register. Notice of redemption to the Holders of
Unregistered Securities of any series to be redeemed as a whole or in part who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Company, the Trustee shall make such information available
to the Company for such purpose). Notice of redemption to all other Holders of
Unregistered Securities of any series to be redeemed as a whole or in part shall
be published in an Authorized Newspaper in The City of New York or with respect
to any Security the interest on which is based on the offered quotations in the
interbank Eurodollar market for dollar deposits in an Authorized Newspaper in
London, in each case, once in each of three successive calendar weeks, the first
publication to be not less than 30 days nor more than 60 days prior to the date
fixed for redemption. Any notice which is mailed or published in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.


                                       18
<PAGE>   24

            The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the CUSIP numbers of the Securities to be redeemed, (iii) the
date fixed for redemption, (iv) the redemption price, (v) the place or places of
payment, (vi) that payment will be made upon presentation and surrender of such
Securities and, in the case of Securities with coupons attached thereto, of all
coupons appertaining thereto maturing after the date fixed for redemption, (vii)
that such redemption is pursuant to the mandatory or optional sinking fund, or
both, if such be the case, (viii) that interest accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. In case any Security of a series is to be redeemed in part only, the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series and
tenor in principal amount equal to the unredeemed portion thereof will be
issued.

            The notice of redemption of Securities of any series to be redeemed
at the option 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.

            Not later than 10:00 a.m. New York City time on the redemption date
specified in the notice of redemption given as provided in this Section, the
Company will deposit with the Trustee or with one or more Paying Agents (or, if
the Company is acting as its own Paying Agent, set aside, segregate and hold in
trust as provided in Section 2.6) an amount of money in immediately available
funds sufficient to redeem on the redemption date all the Securities of such
series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. If less than all the
outstanding Securities of a series are to be redeemed, the Company will deliver
to the Trustee at least 15 days prior to the last date on which notice of
redemption may be given to Holders pursuant to the first paragraph of this
Section 3.2 (or such shorter period as shall be acceptable to the Trustee) an
Officers' Certificate (which need not contain the statements required by Section
11.4) stating the aggregate principal amount of such Securities to be redeemed.
In case of a redemption at the election of the Company prior to the expiration
of any restriction on such redemption, the Company shall deliver to the Trustee,
prior to the giving of any notice of redemption to Holders pursuant to this
Section, an Officers' Certificate stating that such redemption is not prohibited
by such restriction.

            If less than all the Securities of a series are to be redeemed, the
Trustee shall select, pro rata, by lot or in such manner as it shall deem
appropriate and fair, Securities of such series to be redeemed in whole or in
part. Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Securities of such series or any multiple thereof.
The Trustee shall promptly notify the Company in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such
series selected for partial redemption, the principal amount thereof to be
redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.


                                       19
<PAGE>   25

            Section 3.3. Payment of Securities Called For Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after such
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to such date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured coupons, if any, appertaining thereto shall be void
and, except as provided in Sections 7.11 and 8.4, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit under
this Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, together with all
coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that payment
of interest becoming due on or prior to the date fixed for redemption shall be
payable in the case of Securities with coupons attached thereto, to the Holders
of the coupons for such interest upon surrender thereof, and in the case of
Registered Securities, to the Holders of such Registered Securities registered
as such on the relevant record date subject to the terms and provisions of
Sections 2.4 and 2.13 hereof.

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

            If any Security with coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant coupons maturing after the
date fixed for redemption, the surrender of such missing coupon or coupons may
be waived by the Company and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them harmless.

            Upon presentation of any Security of any series redeemed in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to or on the order of the Holder thereof, at the expense of the Company, a new
Security or Securities of such series and tenor (with any unmatured coupons
attached), of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

            Section 3.4. Exclusion Of Certain Securities From Eligibility For
Selection For Redemption. 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 Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, not
pledged or hypothecated by either (a) the Company or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.


                                       20
<PAGE>   26

            Section 3.5 Mandatory And Optional Sinking Funds. 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 the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

            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 through a mandatory sinking fund
payment) 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 2.11, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Company
through any optional sinking fund payment. Securities so delivered or credited
shall be received or credited by the Trustee at the sinking fund redemption
price specified in such Securities.

            On or before the sixtieth day next preceding each sinking fund
payment date for any series, or such shorter period as shall be acceptable to
the Trustee, the Company will deliver to the Trustee an Officers' Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of specified
Securities of such series and the basis for such credit, (b) stating that none
of the specified Securities of such series has theretofore been so credited, (c)
stating that no defaults in the payment of interest or Events of Default with
respect to such series have occurred (which have not been waived or cured) and
are continuing and (d) stating whether or not the Company intends to exercise
its right to make an optional sinking fund payment with respect to such series
and, if so, specifying the amount of such optional sinking fund payment that the
Company intends to pay on or before the next succeeding sinking fund payment
date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Company to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.11 to the Trustee with such
Officers' Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officers' Certificate shall be irrevocable and upon its receipt
by the Trustee the Company shall become unconditionally obligated to make all
the cash payments or delivery of securities therein referred to, if any, on or
before the next succeeding sinking fund payment date. Failure of the Company, on
or before any such sixtieth day, to deliver such Officer's Certificate 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 thereof and
(ii) that the Company will make no optional sinking fund payment with respect to
such series as provided in this Section.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or a lesser sum if the


                                       21
<PAGE>   27

Company shall so request with respect to the Securities of any series), such
cash shall be applied on the next succeeding sinking fund payment date to the
redemption of Securities of such series at the sinking fund redemption price
thereof together with accrued interest thereon to the date fixed for redemption.
If such amount shall be $50,000 (or such lesser sum) or less and the Company
makes no such request then it shall be carried over until a sum in excess of
$50,000 (or such lesser sum) is available. The Trustee shall select, in the
manner provided in Section 3.2, for redemption on such sinking fund payment date
a sufficient principal amount of Securities of such series to absorb said cash,
as nearly as may be, and shall inform the Company of the serial numbers of the
Securities of such series (or portions thereof) so selected. Securities shall be
excluded from eligibility for redemption under this Section if they are
identified by registration and certificate number in an Officers' Certificate
delivered to the Trustee at least 60 days prior to the sinking fund payment 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
Officers' Certificate as directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company. The Trustee, in the
name and at the expense of the Company (or the Company, if it shall so request
the Trustee in writing) shall cause notice of redemption of the Securities of
such series to be given in substantially the manner provided in Section 3.2 (and
with the effect provided in Section 3.3) for the redemption of Securities of
such series in part at the option of the Company. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and,
together with such payment, shall be applied in accordance with the provisions
of this Section. Any and all sinking fund moneys held on the stated maturity
date of the Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the Principal of, and
interest on, the Securities of such series at maturity.

            Not later than 10:00 a.m. New York City time on each sinking fund
payment date, the Company shall pay to the Trustee in cash or shall otherwise
provide for the payment of all interest accrued to the date fixed for redemption
on Securities to be redeemed on the next following sinking fund payment date.

            The Trustee shall not redeem or cause to be redeemed any Securities
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 on such Securities or of any
Event of Default 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 6 and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 6.4 or the Default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.


                                       22
<PAGE>   28

                                    ARTICLE 4

                                    COVENANTS

            Section 4.1. Payment Of Securities. The Company shall pay the
Principal of and interest on the Securities on the dates and in the manner
provided in the Securities and this Indenture. The interest on Securities with
coupons attached (together with any additional amounts payable pursuant to the
terms of such Securities) shall be payable only upon presentation and surrender
of the several coupons for such interest installments as are evidenced thereby
as they severally mature. The interest on any temporary Unregistered Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be paid, as to the installments of interest evidenced by
coupons attached thereto, if any, only upon presentation and surrender thereof,
and, as to the other installments of interest, if any, only upon presentation of
such Unregistered Securities for notation thereon of the payment of such
interest. The interest on Registered Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be payable only
to the Holders thereof and at the option of the Company may be paid by mailing
checks for such interest payable to or upon the written order of such Holders at
their last addresses as they appear on the Security Register of the Company.

            Notwithstanding any provisions of this Indenture and the Securities
of any series to the contrary, if the Company and a Holder of any Registered
Security so agree, payments of interest on, and any portion of the Principal of,
such Holder's Registered Security (other than interest payable at maturity or on
any redemption or repayment date or the final payment of Principal on such
Security) shall be made by the Paying Agent, upon receipt from the Company of
immediately available funds by 11:00 A.M., New York City time (or such other
time as may be agreed to between the Company and the Paying Agent), directly to
the Holder of such Security (by Federal funds wire transfer or otherwise) if the
Holder has delivered written instructions to the Trustee 15 days prior to such
payment date requesting that such payment will be so made and designating the
bank account to which such payments shall be so made and in the case of payments
of Principal surrenders the same to the Trustee in exchange for a Security or
Securities aggregating the same principal amount as the unredeemed principal
amount of the Securities surrendered. The Trustee shall be entitled to rely on
the last instruction delivered by the Holder pursuant to this Section 4.1 unless
a new instruction is delivered 15 days prior to a payment date. The Company will
indemnify and hold each of the Trustee and any Paying Agent harmless against any
loss, liability or expense (including attorneys' fees) resulting from any act or
omission to act on the part of the Company or any such Holder in connection with
any such agreement or from making any payment in accordance with any such
agreement.

            The Company shall pay interest on overdue Principal, and interest on
overdue installments of interest, to the extent lawful, at the rate per annum
specified in the Securities.

            Section 4.2. Maintenance Of Office Or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Securities may be surrendered for registration of transfer or exchange or
for presentation for payment and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may


                                       23
<PAGE>   29

be served. The Company hereby initially designates the Corporate Trust Office of
the Trustee, located in the Borough of Manhattan, The City of New York, as such
office or agency of the Company. 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
address of the Trustee set forth in Section 11.2.

            The Company will maintain one or more agencies in a city or cities
located outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of any series are listed) where the Unregistered Securities, if any,
of each series and coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or coupon will be made upon
presentation of such Unregistered Security or coupon at an agency of the Company
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless, pursuant to
applicable United States laws and regulations then in effect, such payment can
be made without adverse tax consequences to the Company. Notwithstanding the
foregoing. if full payment in United States Dollars ("Dollars") at each agency
maintained by the Company outside the United States for payment on such
Unregistered Securities or coupons appertaining thereto is illegal or
effectively precluded by exchange controls or other similar restrictions,
payments in Dollars of Unregistered Securities of any series and coupons
appertaining thereto which are payable in Dollars may be made at an agency of
the Company maintained in the Borough of Manhattan, The City of New York.

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

            Section 4.3. Certificate To Trustee. The Company will furnish to the
Trustee annually, on or before a date not more than four months after the end of
its fiscal year (which, on the date hereof, is a calendar year), a brief
certificate (which need not contain the statements required by Section 11.4)
from its principal executive, financial or accounting officer as to his or her
knowledge of the compliance of the Company with all conditions and covenants
under this Indenture (such compliance to be determined without regard to any
period of grace or requirement of notice provided under this Indenture) which
certificate shall comply with the requirements of the Trust Indenture Act.

            Section 4.4. Reports By The Company. The Company covenants to 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 which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act.


                                       24
<PAGE>   30

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

            Section 5.1. When Companies May Merge, Etc. The Company shall not
consolidate with, merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its property and assets (in one
transaction or a series of related transactions) to, any Person (other than a
consolidation with or merger with or into a Subsidiary or a sale, conveyance,
transfer, lease or other disposition to a Subsidiary) or permit any Person to
merge with or into the Company unless:

            (a) either (i) the Company shall be the continuing Person or (ii)
      the Person (if other than the Company) formed by such consolidation or
      into which the Company is merged or that acquired or leased such property
      and assets of the Company shall be a corporation organized and validly
      existing under the laws of the United States of America or any
      jurisdiction thereof and shall expressly assume, by a supplemental
      indenture, executed and delivered to the Trustee, all of the obligations
      of the Company on all of the Securities and under this Indenture and the
      Company shall have delivered to the Trustee an Opinion of Counsel stating
      that such consolidation, merger or transfer and such supplemental
      indenture complies with this provision and that all conditions precedent
      provided for herein relating to such transaction have been complied with
      and that such supplemental indenture constitutes the legal, valid and
      binding obligation of the Company or such successor enforceable against
      such entity in accordance with its terms, subject to customary exceptions;
      and

            (b) an Officers' Certificate to the effect that immediately after
      giving effect to such transaction, no Default shall have occurred and be
      continuing and an Opinion of Counsel as to the matters set forth in
      Section 5.1(a) shall have been delivered to the Trustee

            Section 5.2. Successor Substituted. Upon any consolidation or
merger, or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company in accordance with
Section 5.1, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, conveyance, transfer, lease or other
disposition 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 Person had been named as the Company herein. In the event
of any such sale, conveyance, transfer or other disposition (other than by way
of lease) the Company or any successor Person that shall heretofore have become
such in the manner described in this Article shall be discharged from all
obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.


                                       25
<PAGE>   31

                                    ARTICLE 6

                              DEFAULT AND REMEDIES

            Section 6.1. Events Of Default. An "Event of Default" shall occur
with respect to the Securities of any series if:


            (a) the Company defaults in the payment of the Principal of any
      Security of such series when the same becomes due and payable at maturity,
      upon acceleration, redemption or mandatory repurchase, including as a
      sinking fund installment, or otherwise, whether or not payment thereof
      shall be prevented by Article 10;



            (b) the Company defaults in the payment of interest on any Security
      of such series when the same becomes due and payable, and such default
      continues for a period of 30 days, whether or not payment thereof shall be
      prevented by Article 10;



            (c) the Company defaults in the performance of or breaches any other
      covenant or agreement of the Company in this Indenture with respect to any
      Security of such series or in the Securities of such series and such
      default or breach continues for a period of 60 consecutive days after
      written notice to the Company by the Trustee or to the Company and the
      Trustee by the Holders of 25% or more in aggregate principal amount of the
      Securities of all series affected thereby;


            (d) an involuntary case or other proceeding shall be commenced
      against the Company or any Restricted Subsidiary with respect to it or its
      debts under any bankruptcy, insolvency or other similar law now or
      hereafter in effect seeking the appointment of a trustee, receiver,
      liquidator, custodian or other similar official of it or any substantial
      part of its property, and such involuntary case or other proceeding shall
      remain undismissed and unstayed for a period of 60 days; or an order for
      relief shall be entered against the Company or any Restricted Subsidiary
      under the federal bankruptcy laws as now or hereafter in effect;

            (e) the Company or any Restricted Subsidiary (A) commences a
      voluntary case under any applicable bankruptcy, insolvency or other
      similar law now or hereafter in effect, or consents to the entry of an
      order for relief in an involuntary case under any such law, (B) consents
      to the appointment of or taking possession by a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official of the
      Company or any Restricted Subsidiary or for all or substantially all of
      the property and assets of the Company or any Restricted Subsidiary or (C)
      effects any general assignment for the benefit of creditors; or

            (f) any other Event of Default established pursuant to Section 2.3
      with respect to the Securities of such series occurs.

            Section 6.2. Acceleration. If an Event of Default described in
clauses (a) or (b) of Section 6.1 with respect to the Securities of any series
then outstanding occurs and is continuing,


                                       26
<PAGE>   32

then, and in each and every such case, except for any series of Securities the
principal of which shall have already become due and payable, either the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Securities of any such affected series then outstanding hereunder (each such
series treated as a separate class) by notice in writing to the Company (and to
the Trustee if given by Securityholders), may declare the entire principal (or,
if the Securities of any such series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of such
series established pursuant to Section 2.3) of all Securities of such affected
series, and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

            (b) If an Event of Default described in clauses (c) or (f) of
Section 6.1 with respect to the Securities of one or more but not all series
then outstanding, or with respect to the Securities of all series then
outstanding, occurs and is continuing, then, and in each and every such case,
except for any series of Securities the principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount (or, if the Securities of any such series are
Original Issue Discount Securities, the amount thereof accelerable under this
Section) of the Securities of all such affected series then outstanding
hereunder (treated as a single class) by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal
(or, if the Securities of any such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series established pursuant to Section 2.3) of all Securities of
all such affected series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

            (c) If an Event of Default described in clause (d) or (e) of Section
6.1 occurs and is continuing, then the principal amount (or, if any Securities
are Original issue Discount Securities, such portion of the principal as may be
specified in the terms thereof established pursuant to Section 2.3) of all the
Securities then outstanding and interest accrued thereon, if any, shall be and
become immediately due and payable, without any notice or other action by any
Holder or the Trustee, to the full extent permitted by applicable law.

            The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof established pursuant to Section 2.3) of the Securities of any
series (or of all the Securities, as the case may be) shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of each such series (or
of all the Securities, as the case may be) and the principal of any and all
Securities of each such series (or of all the Securities, as the case may be)
which shall have become due otherwise than by acceleration (with interest upon
such principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as
the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of each such series to the date
of such payment or deposit) and such amount as shall be sufficient to cover all
amounts owing the Trustee under Section 7.7, and if any and all Events of
Default under the Indenture, other than


                                       27
<PAGE>   33

the non-payment of the principal of Securities that shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein, then, and in each and every such case, the Holders of a majority in
aggregate principal amount of all the then outstanding Securities of all such
series that have been accelerated (voting as a single class), by written notice
to the Company and to the Trustee, may waive all defaults with respect to all
such series (or with respect to all the Securities, as the case may be) and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall 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 6.3. Other Remedies. If a payment default or an Event of
Default with respect to the Securities of any series occurs and is continuing,
the Trustee may pursue, in its own name or as trustee of an express trust, any
available remedy by proceeding at law or in equity to collect the payment of
principal of and interest on the Securities of such series or to enforce the
performance of any provision of the Securities of such series or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the proceeding.

            Section 6.4. Waiver Of Past Defaults. Subject to Sections 6.2, 6.7
and 9.2, the Holders of at least a majority in principal amount (or, if the
Securities are Original Issue Discount Securities, such portion of the principal
as is then accelerable under Section 6.2) of the outstanding Securities of all
series affected (voting as a single class), by notice to the Trustee, may waive,
on behalf of the Holders of all the Securities of such series, an existing
Default or Event of Default with respect to the Securities of such series and
its consequences, except a Default in the payment of Principal of or interest on
any Security as specified in clause (a) or (b) of Section 6.1 or in respect of a
covenant or provision of this Indenture which cannot be modified or amended
without the consent of the Holder of each outstanding Security affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
with respect to the Securities of such series arising therefrom shall be deemed
to have been cured, for every purpose of this Indenture; but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereto.

            Section 6.5. Control By Majority. Subject to Sections 7.1 and
7.2(v), the Holders of at least a majority in aggregate principal amount (or, if
any Securities are Original Issue Discount Securities, such portion of the
principal as is then accelerable under Section 6.2) of the outstanding
Securities of all series affected (voting as a single class) may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising


                                       28
<PAGE>   34

any trust or power conferred on the Trustee with respect to the Securities of
such series by this Indenture; provided that the Trustee may refuse to follow
any direction that conflicts with law or this Indenture, that may involve the
Trustee in personal liability or that the Trustee determines in good faith may
be unduly prejudicial to the rights of Holders not joining in the giving of such
direction; and provided further that the Trustee may take any other action it
deems proper that is not inconsistent with any directions received from Holders
of Securities pursuant to this Section 6.5.

            Section 6.6. Limitation On Suits. No Holder of any Security of any
series may institute any proceeding, judicial or otherwise, with respect to this
Indenture or the Securities of such series, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

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

            (b) the Holders of at least 25% in aggregate principal amount of
      outstanding Securities of all such series affected shall have made written
      request to the Trustee to institute proceedings in respect of such Event
      of Default in its own name as Trustee hereunder;

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

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

            (e) during such 60 day period, the Holders of a majority in
      aggregate principal amount of the outstanding Securities of all such
      affected series have nor given the Trustee a direction that is
      inconsistent with such written request.

            A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over such other Holder.

            Section 6.7. Rights Of Holders To Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security to
receive payment of Principal of or interest, if any, on such Holder's Security
on or after the respective due dates expressed on such Security, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

            Section 6.8. Collection Suit By Trustee. If an Event of Default with
respect to the Securities of any series in payment of Principal or interest
specified in clause (a) or (b) of Section 6.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount (or such portion thereof as specified
in the terms established pursuant to Section 2.3 of Original Issue Discount
Securities) of Principal of, and accrued interest remaining unpaid on, together
with interest on overdue Principal of, and, to the extent that payment of such
interest is lawful, interest on overdue


                                       29
<PAGE>   35

installments of interest on, the Securities of such series, in each case at the
rate or Yield to Maturity (in the case of Original Issue Discount Securities)
specified in such Securities, and such further amount as shall be sufficient to
cover all amounts owing the Trustee under Section 7.7.

            Section 6.9 Trustee May File Proofs Of Claim. In the 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 may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for amounts due the Trustee under Section 7.7) and the Holders allowed in
any judicial proceedings relative to the Company (or any other obligor on the
Securities), its creditors or its property and shall be entitled and empowered
to collect and receive any moneys, securities or other property payable or
deliverable upon conversion or exchange of the Securities or upon any such
claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it
under Section 7.7. Nothing herein contained shall be deemed to empower 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 6.10. Application Of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be applied in the following order at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys on account of Principal
or interest, upon presentation of the several Securities and coupons
appertaining to such Securities in respect of which moneys have been collected
and noting thereon the payment, or issuing Securities of such series and tenor
in reduced principal amounts in exchange for the presented Securities of such
series and tenor if only partially paid, or upon surrender thereof if fully
paid:

            FIRST: To the payment of all amounts due the Trustee under Section
      7.7 applicable to the Securities of such series in respect of which moneys
      have been collected;

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

            THIRD: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall have become and shall be
      then due and payable, to the


                                       30
<PAGE>   36

      payment of the whole amount then owing and unpaid upon all the Securities
      of such series for Principal and interest, with interest upon the overdue
      Principal, and (to the extent that such interest has been collected by the
      Trustee) upon overdue installments of interest at the same rate as the
      rate of interest or Yield to Maturity (in the case of Original issue
      Discount Securities) specified 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 interest or Yield to Maturity, without preference or
      priority of Principal over interest or Yield to Maturity, or of interest
      or Yield to Maturity over Principal, or of any installment of interest
      over any other installment of interest, or of any Security of such series
      over any other Security of such series, ratably to the aggregate of such
      Principal and accrued and unpaid interest or Yield to Maturity; and

            FOURTH: To the payment of the remainder, if any, to the Company or
      any other person lawfully entitled thereto.

            Section 6.11. 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 each and every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored to their
former positions hereunder and thereafter all rights and remedies of the
Company, Trustee and the Holders shall continue as though no such proceeding had
been instituted.

            Section 6.12. Undertaking For Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, in either case in respect to
the Securities of any series, a court may require any party litigant in such
suit (other than the Trustee) to file an undertaking to pay the costs of the
suit, and the court may assess reasonable costs, including reasonable attorneys'
fees, against any party litigant (other than the Trustee) in the suit having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.12 does not apply to a suit by a Holder pursuant to
Section 6.7 or a suit by Holders of more than 10% in aggregate principal amount
of the outstanding Securities of such series.

            Section 6.13. Rights And Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Securities in Section 2.8, 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 6.14. Delay Or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder 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 6 or by law to the Trustee or


                                       31
<PAGE>   37

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.

                                   ARTICLE 7

                                    TRUSTEE

            Section 7.1. General. The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act and as set forth herein.
Notwithstanding the foregoing, 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, unless it receives indemnity satisfactory to it
against any loss, liability or expense. 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 Article 7.

            Section 7.2. Certain Rights Of Trustee. Subject to Trust Indenture
Act Sections 315(a) through (d):

            (a) the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, certificate, Officers'
      Certificate, Opinion of Counsel (or both), 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 person or
      persons. The Trustee need not investigate any fact or matter stated in the
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit;

            (b) before the Trustee acts or refrains from acting, it may require
      an Officers, Certificate and/or an Opinion of Counsel, which shall conform
      to Section 10.4. The Trustee shall not be liable for any action it takes
      or omits to take in good faith in reliance on such certificate or opinion.
      Subject to Sections 7.1 and 7.2, whenever in the administration of the
      trusts of this Indenture the Trustee shall deem it necessary or desirable
      that a matter be proved or established prior to taking or suffering or
      omitting any action hereunder, such matter (unless other evidence in
      respect thereof be herein specifically prescribed) may, in the absence of
      negligence or bad faith on the part of the Trustee, be deemed to be
      conclusively proved and established by an Officers' Certificate delivered
      to the Trustee, and such certificate, in the absence of negligence or bad
      faith on the part of the Trustee, shall be full warrant to the Trustee for
      any action taken, suffered or omitted by it under the provisions of this
      Indenture upon the faith thereof;

            (c) the Trustee may act through its attorneys and agents not
      regularly in its employ and shall not be responsible for the misconduct or
      negligence of any agent or attorney appointed with due care by it
      hereunder;


                                       32
<PAGE>   38

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

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

            (f) the Trustee shall not be liable for any action it takes or omits
      to take in good faith that it believes to be authorized or within its
      rights or powers or for any action it takes or omits to take in accordance
      with the direction of the Holders in accordance with Section 6.5 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;

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

            (h) prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default, the Trustee shall
      not be bound to make any investigation into the facts or matters stated in
      any resolution, certificate, Officers' Certificate, Opinion of Counsel,
      Board Resolution, statement, instrument, opinion, report, notice, request,
      consent, order, approval, appraisal, bond, debenture, note, coupon,
      security, or other paper or document, but the Trustee, in its discretion,
      may make such further inquiry or investigation into such facts or matters
      as it may see fit, and, if the Trustee shall determine to make such
      further inquiry or investigation, it shall be entitled to examine, during
      normal business hours and upon prior written notice, books, records and
      premises of the Company, personally or by agent or attorney.

            Section 7.3. Individual Rights Of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Company or its affiliates with the same rights
it would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b)
and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the
following terms shall mean:

            (a) "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; and


                                       33
<PAGE>   39

            (b) "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 that 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.

            Section 7.4. Trustee's Disclaimer. The recitals contained herein and
in the Securities (except the Trustee's certificate of authentication) shall be
taken as statements of the Company and not of the Trustee and the Trustee
assumes no responsibility for the correctness of the same. Neither the Trustee
nor any of its agents (i) makes any representation as to the validity or
adequacy of this Indenture or the Securities and (ii) shall be accountable for
the Company's use or application of the proceeds from the Securities.

            Section 7.5. Notice Of Default. If any Default with respect to the
Securities of any series occurs and is continuing and if such Default is known
to the actual knowledge of a Responsible Officer with the Corporate Trust
Department of the Trustee, the Trustee shall give to each Holder of Securities
of such series notice of such Default within 90 days after it occurs (i) if any
Unregistered Securities of such series are then outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London and (ii) to all Holders of Securities of such series in the manner and
to the extent provided in Section 313(c) of the Trust Indenture Act, unless such
Default shall have been cured or waived before the mailing or publication of
such notice; provided, however, that, except in the case of a Default in the
payment of the Principal of or interest on any Security, the Trustee shall be
protected in withholding such notice if the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders.

            Section 7.6. Reports By Trustee To Holders. Within 60 days after
each May 15, beginning with May 15, 20[ ], the Trustee shall mail to each Holder
as and to the extent provided in Trust Indenture Act Section 313(c) a brief
report dated as of such May 15, if required by Trust Indenture Act Section
313(a).

            Section 7.7. Compensation And Indemnity. The Company shall pay to
the Trustee such compensation as shall be agreed upon in writing from time to
time for its services. The compensation of the Trustee shall not be limited by
any law on compensation of a Trustee of an express trust. The Company agrees to
pay or reimburse the Trustee and each predecessor Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by or on
behalf of it in accordance with any of the provisions of this Indenture and the
Securities or the issuance of the Securities or any series thereof (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all agents and other persons not regularly in its employ) except to the
extent any such expense, disbursement or advance may arise from its negligence
or bad faith. The Company shall indemnify the Trustee and each predecessor
Trustee for, and to hold it harmless against, any loss, liability or expense
arising out of or in connection


                                       34
<PAGE>   40

with the acceptance or administration of this Indenture and the Securities or
the issuance of the Securities or any series thereof or the trusts hereunder and
the performance of its duties hereunder, including the costs and expenses of
defending itself against or investigating any claim of liability in the
premises, except to the extent such loss, liability or expense is due to the
negligence or bad faith of the Trustee or such predecessor Trustee. The Trustee
shall notify the Company promptly of any claim asserted against the Trustee for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel; provided
that the Company will not be required to pay such fees and expenses if it
assumes the Trustee's defense and there is no conflict of interest between the
Company and the Trustee in connection with such defense. The Company need not
pay for any settlement made without its written consent. The Company need not
reimburse any expense or indemnify against any loss or liability to the extent
incurred by the Trustee through its negligence, bad faith or willful misconduct.

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

            The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture or the rejection or termination of
this Indenture under bankruptcy law. Such additional indebtedness shall be a
senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or coupons, and the Securities are hereby
subordinated to such senior claim. If the Trustee renders services and incurs
expenses following an Event of Default under Section 6.1(d) or Section 6.1(e),
the parties hereto and the Holders by their acceptance of the Securities hereby
agree that such expenses are intended to constitute expenses of administration
under any bankruptcy law.

            Section 7.8. Replacement Of Trustee. A resignation or removal of the
Trustee as Trustee with respect to the Securities of any series and appointment
of a successor Trustee as Trustee with respect to the Securities of any series
shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

            The Trustee may resign as Trustee with respect to the Securities of
any series at any time by so notifying the Company in writing. The Holders of a
majority in aggregate principal amount of the outstanding Securities of any
series may remove the Trustee as Trustee with respect to the Securities of such
series by so notifying the Trustee and the Company in writing and may appoint a
successor Trustee with respect thereto with the consent of the Company. The
Company may remove the Trustee as Trustee with respect to the Securities of any
series if: (a) the Trustee is no longer eligible under Section 7.10 of this
Indenture; (b) the Trustee is adjudged a bankrupt or insolvent; (c) a receiver
or other public officer takes charge of the Trustee or its property; or (d) the
Trustee becomes incapable of acting.


                                       35
<PAGE>   41

            If the Trustee resigns or is removed as Trustee with respect to the
Securities of any series, or if a vacancy exists in the office of Trustee with
respect to the Securities of any series for any reason, the Company shall
promptly appoint a successor Trustee with respect thereto. Within one year after
the successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the outstanding Securities of such series may appoint a
successor Trustee in respect of such Securities to replace the successor Trustee
appointed by the Company. If the successor Trustee with respect to the
Securities of any series does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.8 within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in aggregate principal amount of the outstanding Securities of
such series may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect thereto.

            A successor Trustee with respect to the Securities of any series
shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Company. Immediately after the delivery of such written acceptance,
subject to the lien provided for in Section 7.7, (a) the retiring Trustee shall
transfer all property held by it as Trustee in respect of the Securities of such
series to the successor Trustee, (b) the resignation or removal of the retiring
Trustee in respect of the Securities of such series shall become effective and
(c) the successor Trustee shall have all the rights, powers and duties of the
Trustee in respect of the Securities of such series under this Indenture. A
successor Trustee shall mail notice of its succession to each Holder of
Securities of such series.

            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 the preceding paragraph.

            The Company shall give notice of any resignation and any removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee in respect of the Securities of such series to all Holders
of Securities of such series. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

            Notwithstanding replacement of the Trustee with respect to the
Securities of any series pursuant to this Section 7.8, the Company's obligations
under Section 7.7 shall continue for the benefit of the retiring Trustee.

            Section 7.9. Successor Trustee By Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

            Section 7.10. Eligibility. This Indenture shall always have a
Trustee who satisfies the requirements of Trust Indenture Act Section 310(a).
The Trustee shall have a combined capital and surplus of at least $10,000,000 as
set forth in its most recent published annual report of condition, if any. The
Trustee shall comply with Trust Indenture Act Section 310(b). If at any time the
Trustee with respect to the Securities of any series shall cease to be eligible
in


                                       36
<PAGE>   42

accordance with the provisions of this Section, it shall resign immediately
within the manner and with the effect hereinafter specified in this Article.

      Section 7.11. Money Held In Trust. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing
with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for money held in
trust under Article 8 of this Indenture.

                                   ARTICLE 8

                             DISCHARGE OF INDENTURE

            Section 8.1. Defeasance Within One Year Of Payment. Except as
otherwise provided in this Section 8.1, the Company may terminate its
obligations under the Securities of any series and this Indenture with respect
to Securities of such series if:

            (a) all Securities of such series previously authenticated and
      delivered (other than destroyed, lost or wrongfully taken Securities of
      such series that have been replaced or Securities of such series that are
      paid pursuant to Section 4.1 or Securities of such series for whose
      payment money or securities have theretofore been held in trust and
      thereafter repaid to the Company, as provided in Section 8.5) have been
      delivered to the Trustee for cancellation and the Company has paid all
      sums payable by it hereunder; or

            (b) (i) the Securities of such series mature within one year or all
      of them are to be called for redemption within one year under arrangements
      satisfactory to the Trustee for giving the notice of redemption, (ii) the
      Company irrevocably deposits in trust with the Trustee, as trust funds
      solely for the benefit of the Holders of such Securities for that purpose,
      money or U.S. Government Obligations or a combination thereof sufficient
      (unless such funds consist solely of money, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee), without consideration of
      any reinvestment, to pay Principal of and interest on the Securities of
      such series to maturity or redemption, as the case may be, and to pay all
      other sums payable by it hereunder, and (iii) the Company delivers to the
      Trustee an Officers' Certificate and an Opinion of Counsel, in each case
      stating that all conditions precedent provided for herein relating to the
      satisfaction and discharge of this Indenture with respect to the
      Securities of such series have been complied with.

            With respect to the foregoing clause (a), only the Company's
obligations under Sections 7.7 and 8.5 in respect of the Securities of such
series shall survive. With respect to the foregoing clause (b), only the
Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7, 7.8 and 8.5 in
respect of the Securities of such series shall survive until such Securities of
such series are no longer outstanding. Thereafter, only the Company's
obligations in Sections 7.7 and 8.5 in respect of the Securities of such series
shall survive. After any such irrevocable deposit, the Trustee shall acknowledge
in writing the discharge of the Company's obligations under the


                                       37
<PAGE>   43

Securities of such series and this Indenture with respect to the Securities of
such series except for those surviving obligations specified above.

            Section 8.2. Defeasance. Except as provided below, the Company will
be deemed to have paid and will be discharged from any and all obligations in
respect of the Securities of any series and the provisions of this Indenture
will no longer be in effect with respect to the Securities of such series (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided that the following conditions shall have been
satisfied:

            (a) the Company has irrevocably deposited in trust with the Trustee
      as trust funds solely for the benefit of the Holders of the Securities of
      such series, for payment of the Principal of and interest on the
      Securities of such series, money or U.S. Government Obligations or a
      combination thereof sufficient (unless such funds consist solely of money,
      in the opinion of a nationally recognized firm of independent public
      accountants expressed in a written certification thereof delivered to the
      Trustee) without consideration of any reinvestment and after payment of
      all federal, state and local taxes or other charges and assessments in
      respect thereof payable by the Trustee, to pay and discharge the Principal
      of and accrued interest on the outstanding Securities of such series to
      maturity or earlier redemption (irrevocable provided for under
      arrangements satisfactory to the Trustee), as the case may be;

            (b) such deposit will not result in a breach or violation of, or
      constitute a default under, this Indenture or any other material agreement
      or instrument to which the Company is a party or by which it is bound;

            (c) no Default with respect to the Securities of such series shall
      have occurred and be continuing on the date of such deposit;

            (d) the Company shall have delivered to the Trustee (1) either (x) a
      ruling directed to the Trustee received from the United States Internal
      Revenue Service to the effect that the Holders of the Securities of such
      series will not recognize income, gain or loss for federal income tax
      purposes as a result of the Company's exercise of its option under this
      Section 8.2 and will be subject to federal income tax on the same amount
      and in the same manner and at the same times as would have been the case
      if such deposit and defeasance had not occurred, (y) an Opinion of Counsel
      to the same effect as the ruling described in clause (x) above and based
      upon a change in law, or (z) an instrument, in form reasonably
      satisfactory to the Trustee, wherein the Company, notwithstanding the
      payment and discharge, pursuant to this Section 8.2, of its indebtedness
      in respect of Securities of any series, or any portion of the principal
      amount thereof, shall assume the obligation (which shall be absolute and
      unconditional) to irrevocably deposit with the Trustee such additional
      sums of money, if any, or additional U.S. Government Obligations (meeting
      the requirements of this Article 8), if any, or any combination thereof,
      at such time or times, as shall be necessary, together with the money
      and/or U.S. Government Obligations theretofore so deposited, to pay when
      due the Principal of and premium, if any, and interest due and to become
      due on such Securities or portions thereof; provided, however, that such
      instrument may state that the obligation of the


                                       38
<PAGE>   44

      Company to make additional deposits as aforesaid shall be subject to the
      delivery to the Company by the Trustee of a notice asserting the
      deficiency accompanied by an opinion of an independent public accountant
      of nationally recognized standing, selected by the Trustee, showing the
      calculation thereof, and (2) an Opinion of Counsel to the effect that the
      Holders of the Securities of such series have a valid security interest in
      the trust finds subject to no prior liens under the UCC; and

            (e) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, in each case stating that all
      conditions precedent provided for herein relating to the defeasance
      contemplated by this Section 8.2 of the Securities of such series have
      been complied with.

            The Company's obligations in Sections 2.2 through 2.12, 4.2, 7.7,
7.8 and 8.5 with respect to the Securities of such series shall survive until
such Securities are no longer outstanding. Thereafter, only the Company's
obligations in Sections 7.7 and 8.5 shall survive.

            Section 8.3. Covenant Defeasance. The Company may omit to comply
with any specific covenant relating to such series provided for in a Board
Resolution or supplemental indenture, or Officer's Certificate pursuant to such
Board Resolution or such supplemental indenture, pursuant to Section 2.3 that
may by its terms be defeased pursuant to this Section 8.3), and such omission
shall be deemed not to be an Event of Default under clauses (c) or (f) of
Section 6.1, with respect to the outstanding Securities of a series if:

            (a) the Company has irrevocably deposited in trust with the Trustee
      as trust funds solely for the benefit of the Holders of the Securities of
      such series, for payment of the Principal of and interest, if any, on the
      Securities of such series, money or U.S. Government Obligations or a
      combination thereof in an amount sufficient (unless such funds consist
      solely of money, in the opinion of a nationally recognized firm of
      independent public accountants expressed in a written certification
      thereof delivered to the Trustee) without consideration of any
      reinvestment and after payment of all federal, state and local taxes or
      other charges and assessments in respect thereof payable by the Trustee,
      to pay and discharge the Principal of and accrued interest on the
      outstanding Securities of such series to maturity or earlier redemption
      (irrevocably provided for under arrangements satisfactory to the Trustee),
      as the case may be;

            (b) such deposit will not result in a breach or violation of, or
      constitute a default under, this Indenture or any other material agreement
      or instrument to which the Company is a party or by which it is bound;

            (c) no Default with respect to the Securities of such series shall
      have occurred and be continuing on the date of such deposit;

            (d) the Company has delivered to the Trustee an Opinion of Counsel
      to the effect that the Holders of the Securities of such series have a
      valid security interest in the trust funds subject to no prior liens under
      the UCC; and


                                       39
<PAGE>   45

            (e) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, in each case stating that all
      conditions precedent provided for herein relating to the covenant
      defeasance contemplated by this Section 8.3 of the Securities of such
      series have been complied with.

            Section 8.4. Application Of Trust Money. Subject to Section 8.5, the
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.1, 8.2 or 8.3, as the case may be, in
respect of the Securities of any series end shall apply the deposited money and
the proceeds from deposited U.S. Government Obligations in accordance with the
Securities of such series and this Indenture to the payment of Principal of and
interest on the Securities of such series; but such money need not be segregated
from other funds except to the extent required by law. The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
8.1, 8.2 or 8.3, as the case may be, or the Principal and interest received in
respect thereof, other than any such tax, fee or other charge that by law is for
the account of the Holders.

            Section 8.5. Repayment To Company. Subject to Sections 7.7, 8.1, 8.2
and 8.3, the Trustee and the Paying Agent shall promptly pay to the Company upon
request set forth in an Officers' Certificate any money held by them at any time
and not required to make payments hereunder and thereupon shall be relieved from
all liability with respect to such money. The Trustee and the Paying Agent shall
pay to the Company upon written request any money held by them and required to
make payments hereunder under this Indenture that remains unclaimed for two
years; provided that the Trustee or such Paying Agent before being required to
make any payment may cause to be published at the expense of the Company once in
an Authorized Newspaper in The City of New York or with respect to any Security
the interest on which is based on the offered quotations in the interbank
Eurodollar market for dollar deposits in an Authorized Newspaper in London or
mail to each Holder entitled to such money at such Holder's address (as set
forth in the Security Register) notice that such money remains unclaimed and
that after a date specified therein (which shall be at least 30 days from the
date of such publication or mailing) any unclaimed balance of such money then
remaining will be repaid to the Company. After payment to the Company, Holders
entitled to such money must look to the Company for payment as general creditors
unless an applicable law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.

                                   ARTICLE 9

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

            Section 9.1. Without Consent Of Holders. Without Consent Of Holders.
The Company and the Trustee may amend or supplement this Indenture or the
Securities of any series without notice to or the consent of any Holder:


                                       40
<PAGE>   46

            (a) to cure any ambiguity, defect or inconsistency in this
      Indenture; provided that such amendments or supplements shall not
      materially and adversely affect the interests of the Holders;

            (b) to comply with Article 5;

            (c) to comply with any requirements of the Commission in connection
      with the qualification of this Indenture under the Trust Indenture Act;

            (d) to evidence and provide for the acceptance of appointment
      hereunder with respect to the Securities of any or all series by a
      successor Trustee;

            (e) to establish the form or forms or terms of Securities of any
      series or of the coupons appertaining to such Securities as permitted by
      Section 2.3, including the provisions and procedures relating to
      Securities convertible into or exchangeable for any securities of any
      Person (including the Company);

            (f) to provide for uncertificated or Unregistered Securities and to
      make all appropriate changes for such purpose;

            (g) to change or eliminate any provisions of this Indenture with
      respect to all or any series of the Securities not then outstanding (and,
      if such change is applicable to fewer than all such series of the
      Securities, specifying the series to which such change is applicable), and
      to specify the rights and remedies of the Trustee and the holders of such
      Securities in connection therewith; and

            (h) to make any change that does not materially and adversely affect
      the rights of any Holder.

            Section 9.2. With Consent Of Holders. Subject to Sections 6.4 and
6.7, without prior notice to any Holders, the Company and the Trustee may amend
this Indenture and the Securities of any series with the written consent of the
Holders of a majority in aggregate principal amount of the outstanding
Securities of all series affected by such supplemental indenture (all such
series voting as one class), and the Holders of a majority in aggregate
principal amount of the outstanding Securities of all series affected thereby
(all such series voting as one class) by written notice to the Trustee may waive
future compliance by the Company with any provision of this Indenture or the
Securities of such series.

            Notwithstanding the provisions of this Section 9.2, without the
consent of each Holder affected thereby, an amendment or waiver, including a
waiver pursuant to Section 6.4, may not;

            (a) extend the stated maturity of the Principal of, or any sinking
      fund obligation or any installment of interest on, such Holder's Security,
      or reduce the Principal amount thereof or the rate of interest thereon
      (including any amount in respect of original issue discount), or any
      premium payable with respect thereto, or adversely affect the rights of
      such Holder under any mandatory redemption or repurchase provision or any
      right of redemption or repurchase at the option of such Holder, or
      adversely affect


                                       41
<PAGE>   47

      any right to convert or exchange any Security as may be provided pursuant
      to Section 2.3 herein, or reduce the amount of the Principal of an
      Original Issue Discount Security that would be due and payable upon an
      acceleration of the maturity thereof pursuant to Section 6.2 or the amount
      thereof provable in bankruptcy, or change any place of payment where, or
      the 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 due date therefor;

            (b) reduce the percentage in principal amount of outstanding
      Securities of the relevant series the consent of whose Holders is required
      for any such supplemental indenture, for any waiver of compliance with
      certain provisions of this Indenture or certain Defaults and their
      consequences provided for in this Indenture;

            (c) waive a Default in the payment of Principal of or interest on
      any Security of such Holder; or

            (d) modify any of the provisions of this Section 9.2, 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.

            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 Holders of Securities of such series with respect to such covenant
or provision, shall be deemed not to affect the rights under this Indenture of
the Holders of Securities of any other series or of the coupons appertaining to
such Securities.

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

            After an amendment, supplement or waiver under this Section 9.2
becomes effective, the Company or, at the Company's request, the Trustee shall
give to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver. The Company or, at the Company's request, the Trustee will
mail supplemental indentures to Holders upon request. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture or waiver.

            Section 9.3. Revocation And Effect Of Consent. Until an amendment or
waiver becomes effective, a consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the Security of the consenting Holder, even if
notation of the consent is not made on any Security. However, any such Holder or
subsequent Holder may revoke the consent as to its Security or portion of its
Security. Such revocation shall be effective only if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective.


                                       42
<PAGE>   48

            The Company may, but shall not be obligated to, fix a record date
(which may be not less than 10 nor more than 60 days prior to the solicitation
of consents) for the purpose of determining the Holders of the Securities of any
series affected entitled to consent to any amendment, supplement or waiver. If a
record date is fixed, then, notwithstanding the immediately preceding paragraph,
those Persons who were such Holders at such record date (or their duly
designated proxies) and only those Persons shall be entitled to consent to such
amendment, supplement or waiver or to revoke any  consent previously given,
whether or not such Persons continue to be such Holders after such record date.
No such consent shall be valid or effective for more than 90 days after such
record date.

            After an amendment, supplement or waiver becomes effective with
respect to the Securities of any series affected thereby, it shall bind every
Holder of such Securities theretofore or thereafter authenticated and delivered
hereunder unless it is of the type described in any of clauses (a) through (d)
of Section 9.2. In case of an amendment or waiver of the type described in
clauses (a) through (d) of Section 9.2, the amendment or waiver shall bind each
such Holder who has consented to it and every subsequent Holder of a Security
that evidences the same indebtedness as the Security of the consenting Holder.

            Section 9.4. Notation On Or Exchange Of Securities. If an amendment,
supplement or waiver changes the terms of any Security, the Trustee may require
the Holder thereof to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security about the changed terms and return it to
the Holder and the Trustee may place an appropriate notation on any Security of
such series thereafter authenticated. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security of the same series and tenor that
reflects the changed terms.

            Section 9.5. Trustee To Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of an amendment, supplement or waiver
authorized pursuant to this Article 9 is authorized or permitted by this
Indenture, stating that all requisite consents have been obtained or that no
consents are required and stating that such supplemental indenture constitutes
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to customary exceptions. Subject
to the preceding sentence, the Trustee shall sign such amendment, supplement or
waiver if the same does not adversely affect the rights of the Trustee. The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver that affects the Trustee`s own rights, duties or immunities
under this Indenture or otherwise.

            Section 9.6. Conformity With Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article 9 shall conform to the requirements
of the Trust Indenture Act as then in effect.


                                       43
<PAGE>   49

                                   ARTICLE 10

                                 SUBORDINATION

            Section 10.1. Agreement To Subordinate. The Company, for itself its
successors and assigns, covenants and agrees, and each holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that the payment of the
principal of premium, if any, and interest on each and all of the Securities is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Senior
Indebtedness.

            Section 10.2. Distribution On Dissolution Or Reorganization;
Subrogation Of Securities. Upon any distribution of assets of the Company upon
dissolution, winding up, liquidation or reorganization of the Company in any
bankruptcy, insolvency, or receivership proceeding or upon an assignment for the
benefit of creditors or any other marshalling of the assets and liabilities of
the Company,

                  (a) the holders of all Senior Indebtedness shall first be
      entitled to receive payment in full of the principal thereof, premium, if
      any, and interest thereon before the holders of the Securities are
      entitled to receive any payment upon the principal of or premium, if any,
      or interest on the Securities;

                  (b) any payment or distribution of assets of the Company of
      any kind or character, whether in cash, property or securities (other than
      shares of the Company as reorganized or readjusted or securities of the
      Company or any other corporation provided for by a plan of reorganization
      or readjustment, the payment of which is subordinate, at least to the
      extent provided in this Article 10 with respect to the Securities, to the
      payment of all Senior Indebtedness which may at the time be outstanding,
      provided that the rights of the holders of Senior Indebtedness are not
      altered by such reorganization or readjustment), to which the holders of
      the Securities or the Trustee would be entitled except for the provisions
      of this Article 10 shall be paid or delivered by the person making such
      payment distribution, whether a trustee in bankruptcy, a receiver or
      liquidating trustee or other person, directly to the holders of Senior
      Indebtedness or their representative or representatives or to the trustee
      or trustees under any indenture under which any instruments evidencing any
      of such Senior Indebtedness may have been issued, ratably according to the
      aggregate amounts remaining unpaid on account of the Senior Indebtedness
      held or represented by each, to the extent necessary to make payment in
      full of all Senior Indebtedness remaining unpaid, after giving effect to
      any concurrent payment or distribution to the holders of such Senior
      Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing, any
      payment or distribution of assets of the Company of any kind or character,
      whether in cash, property or securities (other than shares of the Company
      as reorganized or readjusted or securities of the Company or any other
      corporation provided for by a plan of reorganization or readjustment, the
      payment of which is subordinate, at least to the extent provided in this
      Article 10 with respect to the Securities, to the payment of Senior
      Indebtedness, provided that the rights of the holders of Senior
      Indebtedness are not altered by such reorganization or readjustment),
      shall be received by the trustee or the holders of the Securities before
      all


                                       44
<PAGE>   50

      Senior Indebtedness is paid in full, such payment or distribution shall be
      paid over to the holders of such Senior Indebtedness or their
      representative or representatives or to the trustee or trustees under any
      indenture under which any instruments evidencing any of such Senior
      Indebtedness may have been issued, ratably as aforesaid, for application
      to the payment of all Senior Indebtedness remaining unpaid until all such
      Senior Indebtedness shall have been paid in full, after giving effect to
      any concurrent payment or distribution to the holders of such Senior
      Indebtedness.

            The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company
following the sale or conveyance of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Section 5.1 shall not be deemed a dissolution, winding
up, liquidation or reorganization for the purposes of this Article 10 if such
other corporation shall, as a part of such consolidation, merger, sale or
conveyance, comply with the conditions stated in Section 5.1.

            Subject to the payment in full of all Senior Indebtedness, the
holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior indebtedness until all
amounts owing on the Securities shall be paid in full, and, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
holders of the Securities, no payment or distribution of cash, property or
securities made to the holders of Senior Indebtedness by virtue of this Article
10 which otherwise would have been made to the holders of the Securities shall
be deemed to be a payment by the Company on account of the Senior Indebtedness,
and no payment or distribution of cash, property or securities made to holders
of Securities by virtue of the subrogation provided for in this Article 10 which
otherwise would have been made to the holders of Senior Indebtedness shall be
deemed to be a payment on account of the Securities; it being understood that
the provisions of this Article 10 are and are intended solely for the purpose of
defining the relative rights of the holders of the Securities, on the one hand,
and the holders of the Senior Indebtedness, on the other hand. Nothing contained
in this Article 10 or elsewhere in this Indenture or in the Securities is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Securities the principal of and premium, if any, and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms, or to affect the relative rights of the holders of the
Securities and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 10 of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy. The Company shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Company within the
meaning of this Article 10, and the Trustee shall be entitled to assume that no
such event has occurred unless the Company has given such notice. Upon any
distribution of assets of the Company referred to in this Article 10, the
Trustee, subject to the provisions of Section 7.2, and the holders of the
Securities shall be entitled to rely upon any order or decree made by any court
of competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization


                                       45
<PAGE>   51

proceedings are pending or upon a certificate of the liquidating trustee or
agent or other person making any distribution to the Trustee or to the holders
of the Securities for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 10. The Trustee, however, shall not be deemed to owe
any fiduciary duty to the holders of Senior indebtedness and shall not be liable
to any such holder if it shall in good faith pay over or distribute to the
holders of the Securities or the Company or any other person, money or assets to
which the holders of Senior Indebtedness shall be entitled by virtue of this
Article 10 or otherwise. With respect to the holders of Senior Indebtedness, the
Company and the Trustee undertake to perform or observe only such of their
covenants and obligations as are specifically set forth in this Article 10, and
no implied covenants or obligations with respect to the holders of Senior
Indebtedness shall be read into this Indenture against the Company or the
Trustee.

            In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 10, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, as to the extent to which such person is entitled to
participate in such payment or distribution, and as to other facts pertinent to
the rights of such persons under this Article 10, and if such evidence is not
furnished, the Trustee may defer any payment to such person pending judicial
determination as to the right of such person to receive such payment.

            If, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or receivership
proceedings or upon an assignment for the benefit of creditors or otherwise)
tending towards liquidation of the business and assets of the Company, a proper
claim or proof of debt in the form required in such proceeding is not filed by
all of the Securityholders prior to 30 days before the expiration of the time to
file such claim or claims, and is not filed by the Trustee pursuant to the
authority granted to the Trustee pursuant to this Indenture prior to 15 days
before such expiration, then the holder or holders of Senior Indebtedness of the
Company are hereby authorized to, and have the right to, file an appropriate
claim for and on behalf of the Holders of the Securities.

            Section 10.3. No Payment On Securities If Senior Indebtedness Is In
Default. (a) Upon the maturity of any Senior Indebtedness (other than trade
accounts payable) by lapse of time, acceleration or otherwise, all principal
thereof and premium, if any, and interest due thereon shall first be paid in
full, or such payment duly provided for in cash, in cash equivalents or in
accordance with the terms of such Senior Indebtedness and the agreements, if
any, under which such Senior Indebtedness was issued or created, before any
payment is made on account of the principal of or premium, if any, or interest
on the Securities or to acquire any of the Securities.

            (b) Upon the occurrence of any default with respect to any Senior
Indebtedness (other than trade accounts payable), as defined therein or in the
instrument under which it is outstanding, which, after notice or lapse of time,
or both, would constitute an event of default which would permit the holders to
accelerate the maturity thereof, other than default in payment of the principal
of or premium, if any, or interest on such Senior Indebtedness, and after


                                       46
<PAGE>   52

written notice thereof has been given to the Company and the Trustee by the
holder or holders of such Senior indebtedness or their representative or
representatives, then, unless and until such default shall have been cured or
waived or shall have ceased to exist, or provision shall have been made for the
payment of all principal, premium, if any, and interest which would be due upon
such Senior Indebtedness in the event of the acceleration of the maturity
thereof in cash, in cash equivalents or in accordance with the terms of such
Senior Indebtedness and the agreements, if any, under which such Senior
Indebtedness was issued or created, no payment shall be made by the Company with
respect to the principal of or premium, if any, or interest on the Securities or
to acquire any of the Securities.

            (c) Nothing in this Section 10.3 shall prevent the application by
the Trustee or any paying agent (other than the Company) of any moneys deposited
with it under this Indenture to the payment of or on account of the principal of
or premium, if any, or interest on any Security if the Trustee or such paying
agent shall not have received, at least five days prior to the date on which
such moneys become due and payable, notice by or on behalf of any holder of
Senior Indebtedness of the happening and continuance of any default on Senior
Indebtedness; provided, however, that nothing in this Section 10.3 or the next
preceding sentence shall prevent any payment in connection with a redemption of
Securities if the first mailing of notice of such redemption has been made
pursuant to Article 3 prior to the receipt by the Trustee of notice of such
default as provided in clause (b) of this Section 10.3.

            (d) Any deposit of moneys by the Company with the Trustee or any
paying agent (whether or not stated to be in trust) for the payment of interest
on any Securities or for the payment of the principal of or premium, if any, on
any Securities at maturity or upon call for redemption shall be subject to the
provisions of this Article 10, and the Trustee will not receive or accept any
deposit from the Company for any such payment upon the happening of any of the
events specified in clause (a) of this Section 10.3 or during the continuance of
any default specified in clause (b) of this Section 10.3, and in the event that
the Trustee shall receive any such deposit which the Company is not entitled to
make, the Trustee will hold such amount subject to the provisions of this
Article 10.

            Section 10.4. Payments On Securities Permitted. Nothing contained in
this Article 10 or elsewhere in this Indenture, or in any of the Securities,
shall (a) prevent the application by the Trustee or any paying agent (other than
the Company) of any moneys deposited with it hereunder to the payment of or on
account of the principal of or premium, if any, or interest on the Securities,
or (b) affect the obligation of the Company to make, or prevent the Company from
making, payment of the principal of or premium, if any, or interest on the
Securities, except in either case, as otherwise provided in Section 10.3 or
during the pendency of any dissolution, winding up, liquidation or
reorganization of the Company.

            Section 10.5. Authorization Of Securityholders To Trustee To Effect
Subordination. Each holder of Securities by his acceptance thereof authorizes
and directs the Trustee in his behalf to take such action as may be necessary or
appropriate to effectuate the subordination thereof as provided in this Article
10 and irrevocably appoints the Trustee his attorney-in-fact for any and all
such purposes.


                                       47
<PAGE>   53

            Section 10.6. Knowledge Of Trustee. Notwithstanding the provisions
of this Article 10 or any other provisions of this Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts which would prohibit
the making of any payment of moneys to or by the Trustee, or the taking of any
other action by the Trustee, unless and until the Trustee shall have received
written notice thereof from the Company, any Securityholder, any paying agent or
the holder or representative of any class of Senior Indebtedness who shall have
been certified by the Company or otherwise established to the reasonable
satisfaction of the Trustee to be such a Securityholder, paying agent or holder
or representative; and, prior to the receipt of any such written notice, the
Trustee shall be entitled to assume that no such facts exist; provided, however,
that if at least two Business Days prior to the date upon which by the terms
hereof any such moneys may become payable for any purpose (including, without
limitation, the payment of either the principal (or premium, if any) or
interest, if any, on any Security) the Trustee shall not have received with
respect to such moneys the notice provided for in this Section 10.6, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it within two Business Days
prior to such date; provided, however, no such application shall affect the
obligations under this Article 10 of the Persons receiving such moneys from the
Trustee. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder.

            Section 10.7. Trustee May Hold Senior Indebtedness. The Trustee
shall be entitled to all the rights set forth in this Article 10 with respect to
any Senior Indebtedness at the time held by it, to the same extent as any other
holder of Senior Indebtedness.

            Section 10.8. Rights Of Holders Of Senior Indebtedness Not Impaired.
No right of any present or future holder of any Senior Indebtedness to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

            Section 10.9. Modification Of Terms Of Senior Indebtedness. Any
renewal or extension of the time of payment of any Senior Indebtedness or the
exercise by the holders of Senior Indebtedness of any of their rights under any
instrument creating or evidencing Senior Indebtedness, including, without
limitation, the waiver of default thereunder, may be made or done all without
notice to or assent from the Holders of the Securities or the Trustee.

      No compromise, alteration, amendment, modification, extension, renewal or
other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of or of, any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior
Indebtedness is outstanding or of such Senior Indebtedness, whether or not such
release is in accordance with the provisions of any applicable document, shall
in any way alter or affect any of the provisions of this Article 10 or of the
Securities relating to the subordination thereof.


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<PAGE>   54

                                   ARTICLE 11

                                 MISCELLANEOUS

            Section 11.1. Trust Indenture Act Of 1939. This Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that
are required to be part of and to govern indentures qualified under the Trust
Indenture Act. If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by operation of Section 318(c) of the Trust Indenture
Act, the imposed duties shall control.

            Section 11.2. Notices. Any notice or communication shall be
sufficiently given if written and (a) if delivered in person when received or
(b) if mailed by first class mail 5 days after mailing, or (c) as between the
Company and the Trustee if sent by facsimile transmission, when transmission is
confirmed, in each case addressed as follows:

            If to the Company:

                  Arrow Electronics, Inc.
                  25 Hub Drive
                  Melville, New York 11747
                  Telecopy: (516) 391-1683
                  Attention: Robert E. Klatell

            If to the Trustee

                  [                    ]
                  [                    ]
                  [                    ]
                  Telecopy:  [                ]
                  Attention: [                ]

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

            Any notice or communication shall be sufficiently given to Holders
of any Unregistered Securities, by publication at least once in an Authorized
Newspaper in The City of New York, or with respect to any Security the interest
on which is based on the offered quotations in the interbank Eurodollar market
for dollar deposits at least once in an Authorized Newspaper in London, and by
mailing to the Holders thereof who have filed their names and addresses with the
Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such
addresses as were so furnished to the Trustee (and in the case of an notice
given by the Company, the Trustee shall make such information available to the
Company for such purpose) and to Holders of Registered Securities by mailing to
such Holders at their addresses as they shall appear on the Security Register.
Notice mailed shall be sufficiently given if so mailed within the time
prescribed. Copies of any such communication or notice to a Holder shall also be
mailed to the Trustee and each Agent at the same time.


                                       49
<PAGE>   55

            Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. Except as
otherwise provided in this Indenture, if a notice or communication is mailed in
the manner provided in this Section 11.2, it is duly given, whether or not the
addressee receives it.

            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.

            In case it shall be impracticable to give notice as herein
contemplated, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

            Section 11.3. Certificate And Opinion As To Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

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

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

            Section 11.4. Statements Required In Certificate Or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this indenture shall include:

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

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

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

            (d) a statement as to whether or not, in the opinion of each such
      person, such condition or covenant has been complied with; provided,
      however, that, with respect to matters of fact, an Opinion of Counsel may
      rely on an Officers' Certificate or certificates of public officials.

            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


                                       50
<PAGE>   56

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


            Any certificate, statement or opinion of an officer of the Company
or of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.


            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 11.5. Evidence Of Ownership. The Company, the Trustee and
any agent of the Company or the Trustee may deem and treat the Holder of any
Unregistered Security and the Holder of any coupon as the absolute owner of such
Unregistered Security or coupon (whether or not such Unregistered Security or
coupon shall be overdue) for the purpose of receiving payment thereof or on
account thereof and for all other purposes, and neither the Company, the
Trustee, nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. The fact of the holding by any Holder of an Unregistered
Security, and the identifying number of such Security and the date of his
holding the same, may be proved by the production of such Security or by a
certificate executed by any trust company, bank, banker or recognized securities
dealer wherever situated satisfactory to the Trustee, if such certificate shall
be deemed by the Trustee to be satisfactory. Each such certificate shall be
dated and shall state that on the date thereof a Security bearing a specified
identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the person named in such certificate.
Any such certificate may be issued in respect of one or more Unregistered
Securities specified therein. The holding by the person named in any such
certificate of any Unregistered Securities specified therein shall be presumed
to continue for a period of one year from the date of such certificate unless at
the time of any determination of


                                       51
<PAGE>   57

such holding (1) another certificate bearing a later date issued in respect of
the same Securities shall be produced or (2) the Security specified in such
certificate shall be produced by some other Person, or (3) the Security
specified in such certificate shall have ceased to be outstanding. Subject to
Article 7, the fact and date of the execution of any such instrument and the
amount and numbers of Securities held by the Person so executing such instrument
may also be proven in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in any other manner which the Trustee may
deem sufficient.

            The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the person in whose name any Registered Security shall be
registered upon the Security Register for such series as the absolute owner of
such Registered Security (whether or not such Registered Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the Principal of and,
subject to the provisions of this Indenture, interest on such Registered
Security and for all other purposes; and neither the Company nor the Trustee nor
any agent of the Company or the Trustee shall be affected by any notice to the
contrary.

            Section 11.6. Rules By Trustee, Paying Agent Or Registrar. The
Trustee may make reasonable rules for action by or at a meeting of Holders. The
Paying Agent or Registrar may make reasonable rules for its functions.

            Section 11.7. Payment Date Other Than A Business Day. If any date
for payment of Principal or interest on any Security shall not be a Business Day
at any place of payment, then payment of Principal of or interest on such
Security, as the case may be, need not be made on such date, but may be made on
the next succeeding Business Day at any place of payment with the same force and
effect as if made on such date and no interest shall accrue in respect of such
payment for the period from and after such date.

            Section 11.8. Governing Law. The rights and duties of the parties
under this Indenture shall, pursuant to New York General Obligations Law Section
5-1401, be governed by the law of the State of New York.

            Section 11.9. No Adverse Interpretation Of Other Agreements. This
Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company or any Subsidiary of the Company. Any such indenture or
agreement may not be used to interpret this Indenture.

            Section 11.10. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

            Section 11.11. Duplicate Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

            Section 11.12. Separability. 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.


                                       52
<PAGE>   58

            Section 11.13. Table Of Contents, Headings, Etc. The Table of
Contents and headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms and provisions
hereof.

            Section 11.14. Incorporators. Shareholders, Officers and Directors
Of Company Exempt From Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture or any indenture
supplemental hereto, or in any Security or any coupons appertaining thereto, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such, or against any past, present or future shareholder,
officer, director or employee, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities and the
coupons appertaining thereto by the Holders thereof and as part of the
consideration for the issue of the Securities and the coupons appertaining
thereto.

            Section 11.15. Judgment Currency The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the Principal of or interest on the Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a Business
Day, then, to the extent permitted by applicable law, the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the Business Day preceding the day on which final
unappealable judgment is entered and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any Judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture.


                                       53
<PAGE>   59

            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the date first written above.

(SEAL)                                  ARROW ELECTRONICS, INC.,
ATTEST:                                   as the Company

_____________________                   By: ____________________________________
Name:                                    Name:
Title:                                   Title:


(SEAL)                                  [                                     ],
ATTEST:                                   as the Trustee

_____________________                   By: ____________________________________
Name:                                    Name:
Title:                                   Title:


                                       54