<PAGE>   1
                                                                     Exhibit 4.1





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







                          LEXMARK INTERNATIONAL, INC.,

                                                                       As Issuer
                                                                       ---------

                                       to

                              THE BANK OF NEW YORK,

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

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

                                    Indenture

                               Dated as of -, 2001

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




                                       $ -


                           - % DEBT SECURITIES DUE 20 -


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



<PAGE>   2




                           LEXMARK INTERNATIONAL, INC.

                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:


<TABLE>
<CAPTION>
 Trust Indenture                                                                    Indenture
   Act Section                                                                       Section
   -----------                                                                       -------
<S>                                                                                <C>
Section 310(a)(1)            ...............................................       609
           (a)(2)            ...............................................       609
           (a)(3)            ...............................................       Not Applicable
           (a)(4)            ...............................................       Not Applicable
           (b)               ...............................................       608
                                                                                   610
Section 311(a)               ...............................................       613
           (b)               ...............................................       613
Section 312(a)               ...............................................       701
                                                                                   702(a)
           (b)               ...............................................       702(b)
           (c)               ...............................................       702(c)
Section 313(a)               ...............................................       703(a)
           (a)(4)            ...............................................       101
                                                                                   1004
           (b)               ...............................................       703(a)
           (c)               ...............................................       703(a)
           (d)               ...............................................       703(b)
Section 314(a)               ...............................................       704
           (b)               ...............................................       Not Applicable
           (c)(1)            ...............................................       102
           (c)(2)            ...............................................       102
           (c)(3)            ...............................................       Not Applicable
           (d)               ...............................................       Not Applicable
           (e)               ...............................................       102
Section 315(a)               ...............................................       601
           (b)               ...............................................       602
           (c)               ...............................................       601
</TABLE>



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

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


<PAGE>   3



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

           (d)               ...............................................       601
           (e)               ...............................................       514
Section 316(a)               ...............................................       101
           (a)(1)(A)         ...............................................       502
                                                                                   512
           (a)(1)(B)         ...............................................       513
           (a)(2)            ...............................................       Not Applicable
           (b)               ...............................................       508
           (c)               ...............................................       104(c)
Section 317(a)(1)            ...............................................       503
           (a)(2)            ...............................................       504
           (b)               ...............................................       1003
Section 318(a)               ...............................................       107
</TABLE>

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

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


                                      ii

<PAGE>   4


                                TABLE OF CONTENTS

                                                                       Page

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101.  Definitions................................................2
SECTION 102.  Compliance Certificates and Opinions......................16
SECTION 103.  Form of Documents Delivered to Trustee....................17

SECTION 104.  Acts of Holders; Record Dates.............................17
SECTION 105.  Notices, Etc., to Trustee and Issuer......................21
SECTION 106.  Notice to Holders; Waiver.................................21
SECTION 107.  Conflict with Trust Indenture Act.........................22
SECTION 108.  Effect of Headings and Table of Contents..................22
SECTION 109.  Successors and Assigns....................................22
SECTION 110.  Separability Clause.......................................23
SECTION 111.  Benefits of Indenture.....................................23
SECTION 112.  Governing Law.............................................23
SECTION 113.  Legal Holidays............................................23

                                   ARTICLE TWO

                                 Security Forms

SECTION 201.  Forms Generally...........................................24
SECTION 202.  Form of Face of Security..................................25
SECTION 203.  Form of Reverse of Security...............................29
SECTION 204.  Form of Trustee's Certificate of
                             Authentication.............................33




-----------

Note:    This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.

                                      -i-
<PAGE>   5

                                                                       Page
                                                                       ----

                                  ARTICLE THREE

                                 The Securities

SECTION 301.  Title and Terms...........................................33
SECTION 302.  Denominations.............................................34
SECTION 303.  Execution, Authentication, Delivery and
                               Dating...................................35
SECTION 304.  Temporary Securities......................................36
SECTION 305.  Global Securities.........................................36
SECTION 306.  Registration, Registration of Transfer
                               and Exchange.............................38
SECTION 307.  Mutilated, Destroyed, Lost and
                               Stolen Securities........................40
SECTION 308.  Payment of Interest; Interest
                               Rights Preserved.........................41
SECTION 309.  Persons Deemed Owners.....................................43
SECTION 310.  Cancellation .............................................43
SECTION 311.  Computation of Interest...................................43

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge of Indenture...................44
SECTION 402.  Application of Trust Money................................46

                                  ARTICLE FIVE

                                    Remedies

SECTION 501.  Events of Default.........................................46
SECTION 502.  Acceleration of Maturity; Rescission
                               and Annulment............................49

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Note:    This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.

                                      -ii-

<PAGE>   6
                                                                       Page
                                                                       ----

SECTION 503.  Collection of Indebtedness and Suits
                               for Enforcement by Trustee...............50
SECTION 504.  Trustee May File Proofs of Claim..........................51
SECTION 505.  Trustee May Enforce Claims
                               Without Possession of Securities.........52
SECTION 506.  Application of Money Collected............................52
SECTION 507.  Limitation on Suits.......................................53
SECTION 508.  Unconditional Right of Holders to
                               Receive Principal, Premium and
                               Interest.................................54
SECTION 509.  Restoration of Rights and Remedies........................55
SECTION 510.  Rights and Remedies Cumulative............................55
SECTION 511.  Delay or Omission Not Waiver..............................55
SECTION 512.  Control by Holders........................................56
SECTION 513.  Waiver of Past Defaults...................................56
SECTION 514.  Undertaking for Costs.....................................57
SECTION 515.  Waiver of Stay or Extension Laws..........................57

                                   ARTICLE SIX

                                   The Trustee

SECTION 601.  Certain Duties and Responsibilities.......................57
SECTION 602.  Notice of Defaults........................................58
SECTION 603.  Certain Rights of Trustee.................................58
SECTION 604.  Not Responsible for Recitals
                               or Issuance of Securities................61
SECTION 605.  May Hold Securities.......................................61
SECTION 606.  Money Held in Trust.......................................61
SECTION 607.  Compensation and Reimbursement............................62
SECTION 608.  Disqualification; Conflicting Interests...................63
SECTION 609.  Corporate Trustee Required; Eligibility...................63
SECTION 610.  Resignation and Removal;
                               Appointment of Successor.................63
SECTION 611.  Acceptance of Appointment by Successor....................65

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

Note:    This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.

                                      -iii-


<PAGE>   7

                                                                       Page
                                                                       ----

SECTION 612.  Merger, Conversion, Consolidation
                               or Succession to Business................66
SECTION 613.  Preferential Collection of
                               Claims Against Issuer....................66
SECTION 614.  Appointment of Authenticating Agent.......................67

                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Issuer

SECTION 701.  Issuer to Furnish Trustee
                               Names and Addresses of Holders...........70
SECTION 702.  Preservation of Information;
                               Communications to Holders................70
SECTION 703.  Reports by Trustee........................................71
SECTION 704.  Reports by Issuer.........................................71

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.  Issuer May Consolidate, Etc.,
                               Only on Certain Terms....................72
SECTION 802.  Successor Substituted.....................................73

                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 901.  Supplemental Indentures
                               Without Consent of Holders...............74
SECTION 902.  Supplemental Indentures
                               with Consent of Holders..................75
SECTION 903.  Execution of Supplemental Indentures......................76
SECTION 904.  Effect of Supplemental Indentures.........................77


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

Note:    This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.

                                      -iv-

<PAGE>   8
                                                                       Page
                                                                       ----

SECTION 905.  Conformity with Trust Indenture Act.......................77
SECTION 906.  Reference in Securities
                               to Supplemental Indentures...............77

                                   ARTICLE TEN

                                    Covenants

SECTION 1001.  Payment of Principal, Premium and
                               Interest.................................78
SECTION 1002.  Maintenance of Office or Agency..........................78
SECTION 1003.  Money for Security Payments to Be
                               Held in Trust............................79
SECTION 1004.  Statement by Officers as to Default......................80
SECTION 1005.  Existence................................................81
SECTION 1006.  Maintenance of Properties................................81
SECTION 1007.  Payment of Taxes and Other Claims........................82
SECTION 1008.  Limitation on Liens......................................82
SECTION 1009.  Limitation on Sale and Leaseback
                               Transactions.............................85
SECTION 1010.  [This Section intentionally left blank]..................86
SECTION 1011.  Waiver of Certain Covenants..............................86

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101.  Right of Redemption......................................86
SECTION 1102.  Applicability of Article.................................86
SECTION 1103.  Election to Redeem; Notice to
                               Trustee..................................87
SECTION 1104.  Selection by Trustee of Securities to Be Redeemed........87
SECTION 1105.  Notice of Redemption.....................................88
SECTION 1106.  Deposit of Redemption Price..............................89

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Note:    This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.

                                      -v-

<PAGE>   9


                                                                       Page
                                                                       ----


SECTION 1107.  Securities Payable on Redemption Date....................89
SECTION 1108.  Securities Redeemed in Part..............................90

                                 ARTICLE TWELVE

                       Defeasance and Covenant Defeasance

SECTION 1201.  Issuer's Option to Effect Defeasance
                               or Covenant Defeasance...................90
SECTION 1202.  Defeasance and Discharge.................................90
SECTION 1203.  Covenant Defeasance......................................91
SECTION 1204.  Conditions to Defeasance or Covenant
                               Defeasance...............................92
SECTION 1205.  Deposited Money and U.S. Government
                               Obligations to be Held in Trust;
                               Miscellaneous Provisions.................94
SECTION 1206.  Reinstatement............................................95


-----------

Note:    This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.

                                      -vi-

<PAGE>   10



                  INDENTURE, dated as of -, 2001, by and between Lexmark
International, Inc., a corporation duly organized and existing under the laws
of the State of Delaware (herein called the "Issuer"), having its principal
office at One Lexmark Centre Drive, 740 West New Circle Road, Lexington,
Kentucky 40550, and The Bank of New York, a New York banking corporation, as
Trustee (herein called the "Trustee").

                             RECITALS OF THE ISSUER

                  The Issuer has duly authorized the creation of an issue of $-
aggregate principal amount of its -% Debt Securities due 20- (herein called the
"Securities") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Issuer has duly authorized the execution and delivery of
this Indenture.

                  All things necessary (i) to make the Securities, when executed
by the Issuer and authenticated and delivered hereunder and duly issued by the
Issuer, the valid obligations of the Issuer, and (ii) to make this Indenture a
valid agreement of the Issuer, all in accordance with their respective terms,
have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


<PAGE>   11

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101. DEFINITIONS.

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

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted at the date of
         such computation; and

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

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



                                      -2-
<PAGE>   12

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

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

                  "Agent Member" means any member of, or participant in, the
Depositary.

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security (including any rules or
procedures providing for payments to be made in immediately available funds), to
the extent applicable to such transaction and as in effect from time to time.

                  "Attributable Value" means, as to any lease under which any
Person is at the time liable, other than a Capital Lease Obligation, and at any
date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during the remaining
term thereof as determined in accordance with generally accepted accounting
principles, discounted from the last date of such term to the date of
determination at a rate per annum equal to the discount rate that would be
applicable to a Capital Lease Obligation with like term in accordance with
generally accepted accounting principles. The net amount of rent required to be
paid under any such



                                      -3-
<PAGE>   13

lease for any such period will be the aggregate amount of rent payable by the
lessee with respect to such period after excluding amounts required to be paid
on account of insurance, taxes, assessments, utility, operating and labor costs
and similar charges. In the case of any lease that is terminable by the lessee
upon the payment of a penalty, such net amount will also include the amount of
such penalty, but no rent will be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.
"Attributable Value" means, as to a Capital Lease Obligation under which any
Person is at the time liable and at any date as of which the amount thereof is
to be determined, the capitalized amount thereof that would appear on the face
of a balance sheet of such Person in accordance with generally accepted
accounting principles.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities.

                  "Authorized Officer" of any Person means the Chairman of the
Board, a Vice Chairman of the Board, the Chief Executive Officer, the President,
a Vice President, the Controller, the Treasurer or an Assistant Treasurer of
such Person.

                  "Board of Directors" means, with respect to any Person, either
the board of directors or any duly authorized committee of that board. Except as
otherwise provided or unless the context otherwise requires, each reference
herein to the "Board of Directors" shall mean the Board of Directors with
respect to the Issuer.

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

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which

                                      -4-
<PAGE>   14

banking institutions in The City of New York are authorized or obligated by law
or executive order to close.

                  "Capital Lease Obligation" of any Person means the obligation
to pay rent or other payment amounts under a lease of (or other Debt
arrangements conveying the right to use) real or personal property of such
Person that is required to be classified and accounted for as a capital lease or
a liability on the face of a balance sheet of such Person in accordance with
generally accepted accounting principles. The stated maturity of such obligation
will be deemed to be the date of the last payment of rent or any other amount
due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty.

                  "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.

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

                  "Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.



                                      -5-
<PAGE>   15

                  "Consolidated Net Tangible Assets" means all assets, less (i)
all current liabilities (excluding any indebtedness for borrowed money having a
maturity of less than 12 months from the date of the most recent consolidated
balance sheet of the Issuer but which by its terms is renewable or extendable
beyond 12 months from such date at the option of the borrower), (ii) the net
book value of all licenses, patents, patent applications, copyrights,
trademarks, trade names, goodwill, non-compete agreements, organizational
expenses and other like intangibles, (iii) all unamortized Debt discount and
expense and (iv) all proper reserves, including all reserves for depreciation,
obsolescence, depletion and amortization of properties, of the Issuer and its
subsidiaries after eliminating inter-company items and including appropriate
deductions for any minority interest, as determined on a consolidated basis in
accordance with generally accepted accounting principles; PROVIDED, HOWEVER,
that no effect will be given to any adjustments on or after the date of the
Indenture to the accounting books and records of the Issuer in accordance with
Accounting Principles Board Opinions Nos. 16 and 17 (or successor opinions
thereto) or otherwise resulting from the acquisition of control of the Issuer by
another Person.

                  "Corporate Trust Office" means the principal office of the
Trustee in New York, New York, at which at any particular time its corporate
trust business shall be administered, which, on the date hereof, is located at
101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration, Floor 21 West.

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

                  "Covenant Defeasance" has the meaning specified in Section
1203.

                  "Debt" means (without duplication), with respect to any
Person, (i) every obligation of such Person for money borrowed, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the



                                      -6-
<PAGE>   16

acquisition of property, assets or businesses, (iii) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person, (iv)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services (but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business), (v) every Capital Lease
Obligation of such Person, and (vi) all Guaranties by such Person of every
obligation of the type referred to in Clauses (i) through (v) of another Person.

                  "Defaulted Interest" has the meaning specified in Section 308.

                  "Defeasance" has the meaning specified in Section 1202.

                  "Depositary" means a clearing agency that is registered as
such under the Exchange Act and is designated by the Issuer to act as Depositary
for the Securities (or any successor clearing agency so registered).

                  "DTC" means The Depository Trust Company, a New York
corporation (or successor Person).

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

                  "Exchange Act" means the Securities Exchange Act of 1934 and
any statute successor thereto, in each case as amended from time to time.

                  "Expiration Date" has the meaning specified in Section 104(g).

                  "Global Security" means a Security that evidences all or a
part of the Securities, is registered in the name of a Depositary or its nominee
and bears the first legend (or the first and second legends) set forth in
Section 202.



                                      -7-
<PAGE>   17

                  "Guaranty" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Debt of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and includes
any obligation of such Person (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt or to purchase (or advance or
supply funds for the purchase of) any security for the payment of such Debt,
(ii) to purchase property, securities or services for the purpose of assuring
the holder of such Debt of the payment of such Debt, or (iii) to maintain
working capital, equity capital or other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay
such Debt; PROVIDED, HOWEVER, that a Guaranty by any Person will not include
endorsements by such Person for collection or deposit, in either case in the
ordinary course of business.

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

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                  "Investment Company Act" means the Investment Company Act of
1940 and any statute successor thereto, in each case as amended from time to
time.

                  "Issuer" means the Person named as the "Issuer" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable



                                      -8-
<PAGE>   18

provisions of this Indenture, and thereafter "Issuer" shall mean such successor
Person.

                  "Issuer Request" or "Issuer Order" means a written request or
order signed in the name of the Issuer by its Chairman of the Board, its Vice
Chairman of the Board, its President, a Vice President or its Controller and by
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

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

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

                  "Net Available Proceeds" from any Sale Transaction by any
Person means cash or readily marketable cash equivalents received (including by
way of sale or discounting of a note, installment receivable or other
receivable, but excluding any consideration received in the form of assumption
of Debt or other obligations by others or received in any other noncash form)
therefrom by such Person, net of (i) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred and all federal,
state, provincial, foreign and local taxes required to be accrued as a liability
as a consequence of such Sale Transaction, (ii) all payments made by such Person
or its Subsidiaries on any Debt that is secured by a Lien on the property or
assets so disposed of in accordance with the terms of such Lien or that must, by
the terms of such Lien, or in order to obtain a necessary consent to such Sale
Transaction, or by applicable law, be repaid out of the



                                      -9-
<PAGE>   19

proceeds from such Sale Transaction, and (iii) all distributions and other
payments made to third parties (other than Subsidiaries of the Person making the
distribution or other payment) in respect of minority or joint venture interests
as a result of such Sale Transaction.

                  "Notice of Default" has the meaning specified in Section 501.

                  "Officers' Certificate" means a certificate signed by any two
Authorized Officers of the Issuer and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 1004 shall
be the principal executive, financial or accounting officer of the Issuer.

                  "Opinion of Counsel" means a written opinion of counsel for
the Issuer.

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

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

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



                                      -10-
<PAGE>   20

                  (iii) Securities which have been defeased pursuant to Section
         1202 hereof; and

                  (iv) Securities which have been paid pursuant to Section 307
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Issuer;

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 Issuer or any other obligor upon the Securities or any Affiliate of the
Issuer or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
Affiliate of the Issuer or such other obligor.

                  "Paying Agent" means any Person authorized by the Issuer to
pay the principal, interest and any other amounts payable in respect of any
Securities on behalf of the Issuer.

                  "Permitted Holder" at any time means any Person who, at such
time, is the Holder of at least $1,000,000 in aggregate principal amount of
Securities.

                  "Permitted Receivables Financing" means any program for the
transfer without recourse (other than



                                      -11-
<PAGE>   21

customary limited recourse) by the Issuer or any of its Subsidiaries to any
buyer, purchaser or lender of interests in accounts receivable, so long as the
aggregate outstanding amount of receivables transferred by the Issuer and its
Subsidiaries pursuant to such program shall not exceed $1,000,000,000 at any one
time.

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

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 307 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "premium" has the meaning specified in Section 203.

                  "Quotation Agent" means the Reference Treasury Dealer
appointed by the Issuer to serve as Quotation Agent.

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

                  "Reference Treasury Dealer" means (i) -, -, -, - and their
respective successors; PROVIDED, HOWEVER, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Issuer shall substitute therefor another Primary
Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the
Issuer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Issuer, of the bid



                                      -12-
<PAGE>   22

and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the - or - (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date.

                  "Responsible Officer", when used with respect to the Trustee,
means any vice president, any assistant vice president, any assistant treasurer,
any trust officer or assistant trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

                  "Sale and Leaseback Transaction" of any Person means an
arrangement with any lender or investor or to which such lender or investor is a
party providing for the leasing by such Person of any property or assets of such
Person which have been or are being sold, conveyed, transferred or otherwise
disposed of by such Person more than 270 days after the acquisition thereof or
the completion of construction or commencement of operation thereof to such
lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such property or assets.
The stated maturity of such arrangement will be deemed to be the date of the
last payment of rent or any other amount due under such arrangement prior to the
first date on which such arrangement may be terminated by the lessee without
payment of a penalty.

                  "Sale Transaction" means any sale, conveyance, transfer or
other disposition of the kind referred to in the first sentence of the
definition of "Sale and Leaseback Transaction".



                                      -13-
<PAGE>   23

                  "Securities Act" means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 306.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 308.

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

                  "Subsidiary" of any Person means any corporation, partnership,
limited liability company, joint venture, trust or other entity as to which more
than 50% of the voting power of its outstanding capital stock or other ownership
interests is owned, directly or indirectly, by such Person, by one or more other
Subsidiaries of such Person or by such Person and one or more other Subsidiaries
of such Person. Unless otherwise indicated, any reference to a Subsidiary means
a Subsidiary of the Issuer.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; PROVIDED,
HOWEVER, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

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

                                      -14-
<PAGE>   24

                  "U.S. Government Obligation" means (x) any security which is
(i) a direct obligation of the United States of America for the payment of which
the full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as 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, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in
Clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
PROVIDED that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.

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

                  "Wholly Owned Subsidiary" of any Person means any corporation,
partnership, limited liability company, joint venture, trust or other entity as
to which 100% of the voting power of its outstanding capital stock or other
ownership interests is owned, directly or indirectly, by such Person, by one or
more other Wholly Owned Subsidiaries of such Person or by such Person and one or
more other Wholly Owned Subsidiaries of such Person. Unless otherwise indicated,
any reference to a Wholly Owned Subsidiary means a Wholly Owned Subsidiary of
the Issuer.

                                      -15-
<PAGE>   25

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

                  Upon any application or request by the Issuer to the Trustee
to take any action under any provision of this Indenture, the Issuer shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act and this Indenture. Each such certificate or opinion
shall be given in the form of an Officers' Certificate of the Issuer, if to be
given by an officer of the Issuer, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirement set forth in this Indenture.

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

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

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

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

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




                                      -16-
<PAGE>   26

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 104. ACTS OF HOLDERS; RECORD DATES.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of


                                      -17-
<PAGE>   27

substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

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



                                      -18-
<PAGE>   28

                  (e) The Issuer may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to give,
make or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders of Securities, PROVIDED that the Issuer may not set a record
date for, and the provisions of this paragraph shall not apply with respect to,
the giving or making of any notice, declaration, request or direction referred
to in the next paragraph (f). If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not
such Holders remain Holders after such record date; PROVIDED that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Issuer from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Issuer, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

                  (f) The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities entitled to join in
the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512. If any record date is set pursuant to this paragraph, the Holders
of



                                      -19-
<PAGE>   29

Outstanding Securities on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; PROVIDED that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Issuer's expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Issuer in writing
and to each Holder of Securities of the relevant series in the manner set forth
in Section 106.

                  (g) With respect to any record date set pursuant to this
Section, the party hereto which sets such record date may designate any day as
the "Expiration Date" and from time to time may change the Expiration Date to
any earlier or later day; PROVIDED that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section
106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.



                                      -20-
<PAGE>   30

SECTION 105. NOTICES, ETC., TO TRUSTEE AND ISSUER.

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

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

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

SECTION 106. NOTICE TO HOLDERS; WAIVER.

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



                                      -21-
<PAGE>   31

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

SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern this Indenture, the latter provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.  SUCCESSORS AND ASSIGNS.

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



                                      -22-
<PAGE>   32

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

SECTION 112. GOVERNING LAW.

                  THIS INDENTURE AND THE SECURITIES SHALL EACH BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

SECTION 113. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, PROVIDED that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be.



                                      -23-
<PAGE>   33

                                   ARTICLE TWO

                                 Security Forms

SECTION 201.  FORMS GENERALLY.

                  The Securities and the Trustee's certificate of authentication
shall be in substantially the forms set forth in this Article, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof.

                  The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by
the officers executing such Securities, as evidenced by their execution thereof.

                  Upon their original issuance(s), the Securities shall be
issued in the form of one or more Global Securities registered in the name of
DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian
for DTC, for credit by DTC to the respective accounts of beneficial owners of
the Securities represented thereby (or such other accounts as they may direct).

                                      -24-
<PAGE>   34

SECTION 202. FORM OF FACE OF SECURITY.

                  [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT -- THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

                  [IF THE SECURITY IS A GLOBAL SECURITY AND DTC IS TO BE THE
DEPOSITARY THEREFOR, THEN INSERT (WITH SUCH CHANGES AS DTC MAY REQUEST AND ARE
NOT OTHERWISE INCONSISTENT HEREWITH) -- UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


                                      -25-
<PAGE>   35


CUSIP NO. -

                           LEXMARK INTERNATIONAL, INC.
                           -% DEBT SECURITIES DUE 20-


No. __________                                                         $________

                  Lexmark International, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Issuer",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________________,
or registered assigns, the principal sum of _____________________ Dollars [IF
THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT --, or such other principal
amount (which, when taken together with the principal amounts of all other
Outstanding Securities, shall not exceed $- in the aggregate at any time) as
may be set forth in the records of the Trustee hereinafter referred to in
accordance with the Indenture,] on - , 20- and to pay interest thereon from
[-, 2001]* or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on - and - in each year,
commencing [- , 2001]** at the rate of -% per annum, until the principal hereof
is paid or made available for payment,

--------
*        [If this Security is originally issued on or after an Interest Payment
         Date for another Security, then insert, in lieu of the bracketed date,
         the most recent Interest Payment Date for another Security that falls
         on or prior to the original issue date for this Security. No Security
         may be originally issued after the original issue date for another
         Security except as permitted in the fourth paragraph of Section 303.]

**       [If this Security is originally issued on or after an Interest Payment
         Date for another Security, then insert, in lieu of the bracketed date,
         the first Interest Payment Date following the original issue date for
         this Security.]


                                      -26-
<PAGE>   36

PROVIDED that any amount of interest or premium on this Security which is
overdue shall bear interest (to the extent that payment thereof shall be legally
enforceable) at the rate per annum then borne by this Security from the date
such amount is due to the day it is paid or made available for payment, and such
overdue interest shall be payable on demand.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be - or - (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on the relevant Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. Interest on this Security shall be computed on
the basis set forth in the Indenture.

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Issuer maintained
for such purpose in the Borough of Manhattan, The City of New York, and at any
other office or agency maintained by the Issuer for such purpose, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; PROVIDED, HOWEVER, that at the
option of the Issuer payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register; PROVIDED,



                                      -27-
<PAGE>   37

FURTHER, that all payments of the principal of (and premium, if any) and
interest on the Security, any Permitted Holder of which has given wire transfer
instructions to the Issuer or its agent at least 10 Business Days prior to the
applicable payment date, will be required to be made by wire transfer of
immediately available funds to the accounts specified by such Permitted Holders
in such instructions. Notwithstanding the foregoing, payment of any amount
payable in respect of a Global Security will be made in accordance with the
Applicable Procedures of the Depositary.

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

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

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed.

Dated:


                                              LEXMARK INTERNATIONAL, INC.



                                              By_______________________
                                                Name:
                                                Title:


                                      -28-
<PAGE>   38

SECTION 203. FORM OF REVERSE OF SECURITY.

                  This Security is one of a duly authorized issue of Securities
of the Issuer designated as its -% Debt Securities due - (herein called the
"Securities"), limited in aggregate principal amount to $-, issued and to be
issued under an Indenture, dated as of -, 2001 (herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Issuer named therein and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Issuer, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

                  REDEMPTION

                  The Securities are subject to redemption upon not less than 30
nor more than 60 days' prior notice to Holders thereof (in the manner provided
in the Indenture) at any time, as a whole or in part, at the election of the
Issuer, at a Redemption Price equal to the greater of (i) 100% of the principal
amount of the Securities to be redeemed or (ii) as determined by the Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of
interest accrued to the date of redemption) discounted to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate plus - basis points, plus, in each case (i) and
(ii), accrued interest on such Security to the date of redemption. The amount,
if any, by which the amount specified in clause (ii) exceeds the amount
specified in clause (i) is herein called the "premium." Interest installments
whose Stated Maturity is on or prior to such date of redemption will be payable
to the Holders of such Securities, or one or more predecessor Securities, of
record at the close of business on the relevant Record Dates



                                      -29-
<PAGE>   39

referred to on the face hereof, all as provided in the Indenture.

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

                  DEFEASANCE

                  The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Security (with certain exceptions set
forth therein) or (ii) certain restrictive covenants and Events of Default with
respect to this Security, in each case (i) and (ii) upon compliance with certain
conditions set forth therein.

                  MODIFICATION AND WAIVER

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



                                      -30-
<PAGE>   40

                  EVENTS OF DEFAULT; REMEDIES

                  If an Event of Default shall occur and be continuing, the
principal of all the Securities may be declared due and payable in the manner
and with the effect provided in the Indenture.

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in principal amount of the
Securities at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee indemnity reasonably satisfactory to it and the Trustee
shall not have received from the Holders of a majority in principal amount of
the Securities at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 90 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein (or, in the case of
redemption, on or after the date of redemption).

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

                  REGISTRATION OF TRANSFER; EXCHANGE

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon



                                      -31-
<PAGE>   41

surrender of this Security for registration of transfer at the office or agency
of the Issuer in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Issuer and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the Holder surrendering
the same.

                  MISCELLANEOUS

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

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

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

                  THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.



                                      -32-
<PAGE>   42

SECTION 204. FORM OF TRUSTEES CERTIFICATE OF AUTHENTICATION.

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

                                                        The Bank of New York,
                                                              as Trustee
Dated:

                                                     By _______________________
                                                        Authorized Signatory




                                  ARTICLE THREE

                                 The Securities

SECTION 301. TITLE AND TERMS.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $-, except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306,
307, 906 or 1108.

                  The Securities shall be known and designated as the "-% Debt
Securities due 20-" of the Issuer. Their Stated Maturity shall be -, 20- and
each Security shall bear interest at the rate of -% per annum, from -, 2001
(unless such Security is originally issued on or after an Interest Payment Date
for another Security, in which case from the most recent Interest Payment Date
for another Security that falls on or prior to the original issue date for such
Security) or from the most recent Interest Payment Date to which interest has
been paid or duly provided for on such Security, as the case may be, payable
semi-annually on



                                      -33-
<PAGE>   43

- and - , commencing - , 2001 (unless such Security is originally issued on or
after an Interest Payment Date for another Security, in which case commencing on
the first Interest Payment Date following the original issue date for such
Security), until the principal thereof is paid or made available for payment.

                  The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Issuer in the Borough
of Manhattan, The City of New York, New York, maintained for such purpose and at
any other office or agency maintained by the Issuer for such purpose; PROVIDED,
HOWEVER, that at the option of the Issuer payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register; PROVIDED, FURTHER, that all payments of the
principal of (and premium, if any) and interest on Securities, the Permitted
Holders of which have given wire transfer instructions to the Issuer or its
agent at least 10 Business Days prior to the applicable payment date, will be
required to be made by wire transfer of immediately available funds to the
accounts specified by such Permitted Holders in such instructions.
Notwithstanding the foregoing, payment of any amount payable in respect of a
Global Security will be made in accordance with the applicable procedures of the
Depositary.

                  The Securities shall be redeemable as provided in Article
Eleven.

                  The Securities shall not have the benefit of any sinking fund
obligations.

                  The Securities shall be subject to defeasance at the option of
the Issuer as provided in Article Twelve.

SECTION 302. DENOMINATIONS.

                  The Securities shall be issuable only in registered form
without coupons and only in denominations of $1,000 and any integral multiple
thereof.



                                      -34-
<PAGE>   44

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Issuer by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents. The signature of any of these officers on the Securities
may be manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver Securities executed by the
Issuer, together with an Issuer Order for the authentication and delivery of
such Securities; and the Trustee in accordance with such Issuer Order shall
authenticate and deliver such Securities as in this Indenture provided and not
otherwise.

                  No Security may be originally issued after the original issue
date for another Security if a default in the payment of any interest upon any
Security has occurred and is continuing. A Security issued pursuant to Section
304, 305, 306, 307, 906 or 1108 shall be deemed to have been originally issued
on the earliest date on which a predecessor Security was issued.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such



                                      -35-
<PAGE>   45

certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

SECTION 304. TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities, the Issuer
may execute, and upon Issuer Order the Trustee shall authenticate and deliver,
temporary Securities, which Securities are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities, in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution thereof.

                  If temporary Securities are issued, the Issuer will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Issuer designated pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as the definitive Securities.

SECTION 305. GLOBAL SECURITIES.

                  (a) Each Global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated by the Issuer for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global



                                      -36-
<PAGE>   46

Security shall constitute a single Security for all purposes of this Indenture.

                  (b) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary (A) has notified the Issuer that it
is unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act
and, in each case (A) and (B), a successor Depositary so registered as a
clearing agency under the Exchange Act has not been appointed by the Issuer
within 90 days, (ii) there shall have occurred and be continuing an Event of
Default with respect to such Global Security or (iii) the Issuer determines that
such Global Security shall be exchangeable for definitive registered Securities
and executes and delivers to the Security Registrar an Issuer Order providing
that such Global Security shall be so exchangeable.

                  (c) Subject to Clause (b) above, any exchange of a Global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall
be registered in such names as the Depositary for such Global Security shall
direct.

                  (d) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Article Three, Section 906 or
1108 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name of a
Person other than the Depositary for such Global Security or a nominee thereof.

                  (e) The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under the Indenture and



                                      -37-
<PAGE>   47

the Securities. To the extent any Securities are evidenced by a Global Security
(i) the Trustee may deal with the Depositary as the Holder of such Securities,
(ii) the rights of the beneficial owners of such Securities shall be exercised
only through the Depositary and shall be limited to those established by law and
agreement among such beneficial owners, the Depositary and direct participants
of the Depositary, (iii) the Depositary may make book-entry transfers among the
direct participants of the Depositary and may receive and transmit distributions
of principal (and premium, if any) and interest on the Securities to such direct
participants, and (iv) the direct participants of the Depositary shall have no
rights under this Indenture or under or with respect to any such Securities held
on their behalf by the Depositary, and the Depositary may be treated by the
Trustee and its agents, employees, officers and directors as the absolute owner
of such Securities for all purposes whatsoever.

SECTION 306. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Issuer shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Issuer designated pursuant to Section 1002
being herein sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Securities and of transfers of Securities.
The Trustee is hereby appointed "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

                  Upon surrender for registration of transfer of any Security at
an office or agency of the Issuer designated pursuant to Section 1002 for such
purpose, the Issuer shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount.



                                      -38-
<PAGE>   48

                  At the option of the Holder, Securities may be exchanged for
new Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at any such office or
agency. Whenever any Securities are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1108 not involving any transfer.

                  The Issuer shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 1104 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.



                                      -39-
<PAGE>   49

SECTION 307. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

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



                                      -40-
<PAGE>   50

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

SECTION 308. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

                  (1) The Issuer may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Issuer
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Issuer shall deposit with the Trustee
         an amount of money equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit



                                      -41-
<PAGE>   51

         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Issuer of such Special Record
         Date and, in the name and at the expense of the Issuer, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be given to each Holder in the manner
         provided in Section 106, not less than 10 days prior to such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been so given, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Securities (or their respective Predecessor Securities) are registered
         at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following Clause (2).

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

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon



                                      -42-
<PAGE>   52

registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

SECTION 309. PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Security for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and (subject to
Section 308) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Issuer, the Trustee nor
any agent of the Issuer or the Trustee shall be affected by notice to the
contrary.

SECTION 310. CANCELLATION.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Issuer may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Issuer may
have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be returned to the Issuer.

SECTION 311. COMPUTATION OF INTEREST.

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



                                      -43-
<PAGE>   53

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

         (1) either

                  (A) all Securities theretofore authenticated and delivered
         (other than (i) Securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 307 and
         (ii) Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Issuer and thereafter
         repaid to the Issuer or discharged from such trust, as provided in
         Section 1003) have been delivered to the Trustee for cancellation; or

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

                           (i) have become due and payable, or

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



                                      -44-
<PAGE>   54

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

                  and the Issuer, in the case of (i), (ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for the purpose an amount sufficient to pay and
                  discharge the entire indebtedness on such Securities not
                  theretofore delivered to the Trustee for cancellation, for
                  principal (and premium, if any) and interest to the date of
                  such deposit (in the case of Securities which have become due
                  and payable) or to the Stated Maturity or Redemption Date, as
                  the case may be (PROVIDED that any such amount to be deposited
                  for principal, premium (if any) and interest due on a future
                  date is determinable as provided herein when such deposit is
                  made);

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall


                                      -45-
<PAGE>   55

have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, premium (if any)
and interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    Remedies

SECTION 501. EVENTS OF DEFAULT.

                  "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (1) default in the payment of the principal of (or premium, if
         any, on) any Security at its Maturity; or

                  (2) default in the payment of any interest upon any Security
         when it becomes due and payable, and continuance of such default for a
         period of 30 days; or



                                      -46-
<PAGE>   56

                  (3) default in the performance, or breach, of any covenant or
         warranty of the Issuer in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section 501 specifically dealt with), and continuance of such
         default or breach for a period of 90 days after there has been given,
         in the manner provided in Section 106, to the Issuer by the Trustee or
         to the Issuer and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Securities a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (4) a default or defaults under any one or more note(s) or
         other evidence(s) of Debt, or any agreement(s) or instrument(s) under
         which there may be issued or by which there may be secured or evidenced
         any Debt, of the Issuer or any of its Subsidiaries, having a principal
         amount outstanding, individually or in the aggregate of at least
         $50,000,000, and whether existing on or created after the date of this
         Indenture, which default or defaults, individually or in the aggregate,
         (A) constitute a failure to pay at least $50,000,000, of the principal
         of such Debt when due (unless such default is waived or cured within 30
         days after the expiration of any applicable grace period) or (B) have
         resulted in acceleration of any portion of such Debt having an
         aggregate principal amount equal to or exceeding $50,000,000, in each
         case (A) and (B) without such overdue or accelerated amount having been
         discharged, or such acceleration having been rescinded or annulled,
         within 30 days after written notice of such default has been given, in
         the manner provided in Section 106, to the Issuer by the



                                      -47-
<PAGE>   57

         Trustee or to the Issuer and the Trustee by the Holders of at least 25%
         in principal amount of the Outstanding Securities specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (5) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Issuer in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Issuer a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Issuer
         or of any substantial part of its property, or ordering the winding up
         or liquidation of its affairs, and the continuance of any such decree
         or order for relief or any such other decree or order unstayed and in
         effect for a period of 60 consecutive days; or

                  (6) the commencement by the Issuer of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the
         Issuer in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it of a petition or answer
         or consent seeking reorganization or relief under any applicable
         Federal or State law, or



                                      -48-
<PAGE>   58

         the consent by it to the filing of such petition or to the appointment
         of or taking possession by a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official of the Issuer or of any
         substantial part of its property, or the making by it of an assignment
         for the benefit of creditors, or the admission by it in writing of its
         inability to pay its debts generally as they become due, or the taking
         of corporate action by the Issuer in furtherance of any such action.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default (other than an Event of Default
specified in Section 501(5) or 501(6)) occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities may declare the principal of all
the Securities to be due and payable immediately, by a notice in writing to the
Issuer (and to the Trustee if given by Holders), and upon any such declaration
such principal shall become immediately due and payable. If an Event of Default
specified in Section 501(5)or 501(6) occurs, the principal of all the Securities
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

                  At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in aggregate principal amount of the Outstanding Securities, by
written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if

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

                                      -49-
<PAGE>   59

                  (A) all overdue interest on all Securities,

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

                  (C) to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate provided therefor in the
         Securities, and

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

         and

                  (2) all Events of Default, other than the non-payment of the
         principal of Securities which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 513.

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

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  The Issuer covenants that if

                  (1) default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or



                                      -50-
<PAGE>   60

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,


the Issuer will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal and premium and on any overdue interest, at the rate provided
therefor in the Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

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

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of any judicial proceeding relative to the Issuer or
any other obligor upon the Securities or the property of the Issuer or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions, including participation as
a member, voting or otherwise, of any committee of creditors, authorized under
the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or



                                      -51-
<PAGE>   61

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 it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 506. APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the



                                      -52-
<PAGE>   62

Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

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

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

                  THIRD: To the Issuer.

SECTION 507. LIMITATION ON SUITS.

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

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default;

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

                  (3) such Holder or Holders have offered to the Trustee
         reasonable indemnity against



                                      -53-
<PAGE>   63

         the costs, expenses and liabilities to be incurred in compliance with
         such request;

                  (4) the Trustee for 90 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 90-day period by the Holders of a
         majority in principal amount of the Outstanding Securities;

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
             INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 308) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.



                                      -54-
<PAGE>   64

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 307, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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



                                      -55-
<PAGE>   65

SECTION 512. CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, PROVIDED that

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

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.


SECTION 513. WAIVER OF PAST DEFAULTS.

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

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

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

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



                                      -56-
<PAGE>   66

SECTION 514. 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,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; PROVIDED that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Issuer.

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE SIX

                                   The Trustee


SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

                  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or


                                      -57-
<PAGE>   67

otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.

SECTION 602. NOTICE OF DEFAULTS.

                  The Trustee shall give the Holders notice of any default
hereunder actually known to a Responsible Officer of the Trustee as and to the
extent provided by the Trust Indenture Act; PROVIDED, HOWEVER, that in the case
of any default of the character specified in Section 501(3), no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 601:

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

                  (b) any request or direction of the Issuer mentioned herein
         shall be sufficiently



                                      -58-
<PAGE>   68

         evidenced by an Issuer Request or by an Issuer Order, and any
         resolution of the Board of Directors of the Issuer may be sufficiently
         evidenced by a Board Resolution of the Issuer;

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

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

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

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but



                                      -59-
<PAGE>   69

         the Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books, records and premises of the
         Issuer, personally or by agent or attorney;

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

                  (h) the Trustee shall not be liable for any action taken,
         suffered or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture;

                  (i) the Trustee shall not be deemed to have notice of any
         default or Event of Default unless a Responsible Officer of the Trustee
         has actual knowledge thereof or unless written notice of any event
         which is in fact such a default is received by the Trustee at the
         Corporate Trust Office of the Trustee, and such notice references the
         Securities and this Indenture;

                  (j) the rights, privileges, protections, immunities and
         benefits given to the Trustee are extended to, and shall be enforceable
         by, the Trustee in each of its capacities hereunder, and each agent,
         custodian and other Person employed by the Trustee to act hereunder;
         and



                                      -60-
<PAGE>   70

                  (k) the Trustee may request that the Issuer deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

                  The recitals contained herein and in the Securities, except
the Trustee's certificate of authentication, shall be taken as the statements of
the Issuer and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or the Securities. The Trustee shall not be accountable for the use or
application by the Issuer of Securities or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

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

SECTION 606. MONEY HELD IN TRUST.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent



                                      -61-
<PAGE>   71

required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Issuer.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

                  The Issuer agrees:

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

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

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



                                      -62-
<PAGE>   72

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as such,
has a combined capital and surplus of at least $50,000,000 and has its Corporate
Trust Office located in the Borough of Manhattan, The City of New York. If such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 611.

                  (b) The Trustee may resign at any time by giving written
notice thereof to the Issuer. If an instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the



                                      -63-
<PAGE>   73

resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (c) The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and the Issuer. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of removal, the Trustee being removed may
petition, at the expense of the Issuer, any court of competent jurisdiction for
the appointment of a successor Trustee.

                  (d)  If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Issuer or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

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

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

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



                                      -64-
<PAGE>   74

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor
Trustee. If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Issuer and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Issuer.
If no successor Trustee shall have been so appointed by the Issuer or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

                  (f) The Issuer shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Issuer and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the Issuer
or the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and



                                      -65-
<PAGE>   75

deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts.

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

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.

                  If and when the Trustee shall be or become a creditor of the
Issuer or any other obligor upon the Securities, the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Issuer or any such other obligor.



                                      -66-
<PAGE>   76

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

                  The Trustee may appoint an Authenticating Agent or Agents
which shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of
transfer, partial redemption or pursuant to Section 307, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if such Securities had been
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Issuer and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenti-



                                      -67-
<PAGE>   77

cating Agent, shall continue to be an Authenticating Agent, provided such
corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and the Issuer. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Issuer. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Issuer and shall give written notice of
such appointment, in the manner provided in Section 106, to all Holders. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

                  If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:



                                      -68-
<PAGE>   78

                  This is one of the Securities described in the
within-mentioned Indenture.

                                                     The Bank of New York,
                                                              As Trustee



                                                     By________________________,
                                                        As Authenticating Agent



                                                     By_________________________
                                                        Authorized Signatory


                                      -69-
<PAGE>   79



                                  ARTICLE SEVEN

                Holders Lists and Reports by Trustee and Issuer


SECTION 701. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

                  The Issuer will furnish or cause to be furnished to the
Trustee

                  (a) semi-annually, not more than 15 days after each Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders as of such Regular
         Record Date, and

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

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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



                                      -70-
<PAGE>   80

                  (b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

                  (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

                  (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within sixty days after each May 15 following the date of this
Indenture, deliver to Holders a brief report, dated as of such May 15, which
complies with the provisions of such Section 313(a).

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Issuer. The
Issuer will notify the Trustee in writing when the Securities are listed on any
stock exchange or delisted therefrom.

SECTION 704. REPORTS BY ISSUER.

                  The Issuer shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; PROVIDED that any such
information, documents or reports required to



                                      -71-
<PAGE>   81

be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such reports, information and documents shall not constitute
constructive notice of any information contained therein or any information
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease


SECTION 801.  ISSUER MAY CONSOLIDATE, ETC.,ONLY ON CERTAIN TERMS.

                  The Issuer shall not merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series
of transactions) its properties and assets substantially as an entirety
(determined on a consolidated basis with respect to the Issuer and its
Subsidiaries taken as a whole) to any Person, unless:

                           (1) in case the Issuer shall consolidate with or
                  merge into another Person or convey, transfer or lease its
                  properties and assets substantially as an entirety to any
                  Person, the Person formed by such consolidation or into which
                  the Issuer is merged or the Person which acquires by
                  conveyance or transfer, or which leases, the properties and
                  assets of the Issuer substantially as an entirety, shall be a
                  corporation, partnership, trust, limited liability company or
                  other entity, shall be organized and validly existing under
                  the laws of the United States of America, any State thereof or
                  the



                                      -72-
<PAGE>   82

                  District of Columbia and shall expressly assume, by an
                  indenture supplemental hereto, executed and delivered to the
                  Trustee, in form satisfactory to the Trustee, the due and
                  punctual payment of the principal of (and premium, if any) and
                  interest on all the Securities and the performance or
                  observance of every covenant of this Indenture on the part of
                  the Issuer to be performed or observed;

                           (2) immediately after giving effect to such
                  transaction, no Event of Default, and no event which, after
                  notice or lapse of time or both, would become an Event of
                  Default, shall have happened and be continuing;

                           (3) if, as a result of any such consolidation or
                  merger or such sale, transfer, lease or other disposition,
                  properties or assets of the Issuer would become subject to a
                  Lien, the incurrence of which would not be permitted by
                  Section 1008, the Issuer or such successor Person, as the case
                  may be, shall take such steps as shall be necessary
                  effectively to secure the Securities equally and ratably with
                  (or prior to) the Debt secured by such Lien as provided in
                  Section 1008; and

                           (4) the Issuer has delivered to the Trustee Officers'
                  Certificates and an Opinion of Counsel, each stating that such
                  consolidation, merger, conveyance, transfer or lease and, if a
                  supplemental indenture is required in connection with such
                  transaction, such supplemental indenture comply with this
                  Article and that all conditions precedent herein provided for
                  relating to such transaction have been complied with.

SECTION 802. SUCCESSOR SUBSTITUTED.

                  Upon any consolidation of the Issuer with, or merger of the
Issuer into, any other Person or any sale, transfer, lease or other disposition
of the properties and assets of the Issuer substantially as an entirety in


                                      -73-
<PAGE>   83

accordance with Section 801, the successor Person formed by such consolidation
or into which the Issuer is merged or to which such sale, transfer, lease or
other disposition is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture with the same
effect as if such successor Person had been named as the Issuer herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                  ARTICLE NINE

                            Supplemental Indentures

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  Without the consent of any Holders, the Issuer, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee and the Issuer for any of the following purposes:

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

                  (2) to add to the covenants of the Issuer for the benefit of
         the Holders, or to surrender any right or power herein conferred upon
         the Issuer; or

                  (3) to secure the Securities pursuant to the requirements of
         Section 1008 or otherwise; or



                                      -74-
<PAGE>   84

                  (4) to cure any ambiguity, defect or inconsistency herein,
         PROVIDED that such action pursuant to this Clause (4) shall not
         materially and adversely affect the interests of the Holders; or

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

                  (6) to evidence and provide for the acceptance of appointments
         hereunder with respect to the Securities by a successor Trustee in
         accordance herewith; or

                  (7) to make any change that does not materially and adversely
         affect the interests of the Holders.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Issuer and the Trustee, the Issuer, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
PROVIDED, HOWEVER, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the principal
         amount thereof or the rate of interest thereon or any premium payable
         upon the



                                      -75-
<PAGE>   85

         redemption thereof, or change the place of payment where, or the coin
         or currency in which, any Security or any premium or interest thereon
         is payable, or impair the right to institute suit for the enforcement
         of any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption, on or after the Redemption Date), or

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

                  (3) modify any of the provisions of this Section, Section 513
         or Section 1011 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.

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

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Opinion of Counsel stating that the



                                      -76-
<PAGE>   86

execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
immunities or indemnities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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



                                      -77-
<PAGE>   87

                                   ARTICLE TEN

                                    Covenants

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Issuer will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

                  The Issuer will maintain, in the Borough of Manhattan, The
City of New York, an office or agency where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer in
respect of the Securities and this Indenture may be served. The Issuer will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Issuer shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Issuer hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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



                                      -78-
<PAGE>   88

such designation or rescission and of any change in the location of any such
other office or agency.

SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

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

                  Whenever the Issuer shall have one or more Paying Agents, it
will, prior to each due date of the principal of (and premium, if any) or
interest on any Securities, deposit (or, if the Issuer has deposited with the
Trustee any trust funds pursuant to Section 1204(1), cause the Trustee therefor
to deposit) with a Paying Agent a sum sufficient to pay such amount, such sum to
be held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Issuer will promptly notify the Trustee of its action or
failure so to act.

                  The Issuer will cause each Paying Agent other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Issuer (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent as such.

                  The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture



                                      -79-
<PAGE>   89

or for any other purpose, pay, or by Issuer Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Issuer or such Paying Agent; and, upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal of (and
premium, if any) or interest on any Security and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Issuer on Issuer Request, or (if then held by the
Issuer) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuer as trustee thereof,
shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer.

SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

                  The Issuer will deliver to the Trustee, within 120 days after
the end of each of the Issuer's fiscal years ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Issuer is in default in the performance and observance of
any of the terms, provisions and conditions of



                                      -80-
<PAGE>   90

this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Issuer shall be in default, specifying all such
defaults and the nature and status thereof of which the signers may have
knowledge.

SECTION 1005.  EXISTENCE.

                  Subject to Article Eight, the Issuer will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; PROVIDED, HOWEVER,
that the Issuer shall not be required to preserve any such right or franchise if
its Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of its business and that the loss thereof is not
disadvantageous in any material respect to the Holders.

SECTION 1006.  MAINTENANCE OF PROPERTIES.

                  The Issuer will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Issuer may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; PROVIDED,
HOWEVER, that nothing in this Section shall prevent the Issuer from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Issuer, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.



                                      -81-
<PAGE>   91

SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Issuer will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Issuer or any Subsidiary or
upon the income, profits or property of the Issuer or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Issuer or any Subsidiary; PROVIDED,
HOWEVER, that the Issuer shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1008. LIMITATION ON LIENS.

                  (a) The Issuer will not, and will not permit any Subsidiary
to, incur any Lien on property or assets owned on or acquired after the date of
this Indenture to secure Debt without making, or causing such Subsidiary to
make, effective provision for securing the Securities(and, if the Issuer may so
determine, any other Debt of the Issuer or such Subsidiary that is not
subordinated in right of payment to the Securities) (x) equally and ratably with
such Debt as to such property or assets for as long as such Debt will be so
secured or (y) in the event such Debt is subordinated in right of payment to the
Securities, prior to such Debt as to such property for as long as such Debt will
be so secured.

                  The restrictions in the preceding paragraph will not apply to
Liens existing on the date of this Indenture or to:

                           (i) Liens securing only the Securities;

                           (ii) Liens in favor of only one or more of the Issuer
                  and its Subsidiaries;

                           (iii) any Lien on property of a Person existing
                  immediately prior to the time such Person



                                      -82-
<PAGE>   92

                  is merged with or into or consolidated with the Issuer or any
                  Subsidiary of the Issuer or otherwise becomes a Subsidiary of
                  the Issuer (PROVIDED that such Lien is not incurred in
                  anticipation of such transaction and does not extend beyond
                  the property subject thereto, or secure any Debt that is not
                  secured thereby, immediately prior to such transaction);

                           (iv) any Lien on property existing immediately prior
                  to the time of acquisition thereof (PROVIDED that such Lien is
                  not incurred in anticipation of such acquisition and does not
                  extend beyond the property subject thereto, or secure any Debt
                  that is not secured thereby, immediately prior to such
                  acquisition);

                           (v) Liens to secure Debt incurred for the purpose of
                  financing all or any part of the purchase price of, or the
                  cost of construction on or improvement of, the property
                  subject to such Liens, PROVIDED, HOWEVER, that (A) the
                  principal amount of any Debt secured by such a Lien does not
                  exceed 100% of such price or cost, (B) such Lien does not
                  extend to or cover any property other than such item of
                  property and any improvements on such item and (C) such Lien
                  must be created no later than the 270th day after such
                  purchase or the completion of such construction or
                  installation of such improvements;

                           (vi) Liens on property of the Issuer or any
                  Subsidiary in favor of the United States of America, any state
                  thereof or the District of Columbia, or any instrumentality of
                  any of them, to secure payments to be made pursuant to any
                  contract or statute;

                           (vii) (A) Liens for taxes or assessments or other
                  governmental charges or levies or (B) any statutory Liens of a
                  carrier, warehouseman, mechanic, materialman or other like
                  Liens imposed



                                      -83-
<PAGE>   93

                  by law incurred in the ordinary course of business that, in
                  either case (A) or (B), are not yet due and payable or are
                  being contested in good faith by appropriate proceedings
                  promptly instituted and diligently conducted and for which
                  such reserve or other appropriate provision, if any, as may be
                  required in accordance with generally accepted accounting
                  principles has been made;

                           (viii) Liens to secure obligations under workmen's
                  compensation, unemployment insurance or other social security
                  laws or similar legislation;

                           (ix) Liens incurred to secure the performance of
                  statutory obligations, surety or appeal bonds, performance or
                  return-of-money bonds or other obligations of a like nature
                  incurred in the ordinary course of business;

                           (x) any Lien in favor of the Trustee in respect of
                  expenses incurred or services rendered pursuant to this
                  Indenture;

                           (xi) any Lien that may be deemed to arise from a
                  Permitted Receivables Financing;

                           (xii) Liens securing obligations arising under
                  easements, zoning restrictions, rights-of-way and similar
                  encumbrances on real property imposed by law or arising in the
                  ordinary course of business that do not secure any monetary
                  obligations and do not materially detract from the value of
                  the affected property or interfere with the ordinary conduct
                  of business of the Issuer or any Subsidiary; and

                           (xiii) Liens to secure Debt incurred to extend,
                  renew, refinance or refund (or successive extensions,
                  renewals, refinancings or refundings), in whole or in part,
                  Debt secured by any Lien referred to in the foregoing
                  sub-clauses (iii), (iv) and (v) as long as such Lien does not
                  extend



                                      -84-
<PAGE>   94

                  to any other property and the Debt so secured is not increased
                  except for increases in the amount of interest, premiums or
                  fees and associated costs payable in connection with such
                  extensions, renewals, refinancings or refunding.

                  (b) In addition to the foregoing, the Issuer and its
Subsidiaries may, without equally and ratably securing the Securities, incur a
Lien to secure Debt or enter into a Sale and Leaseback Transaction if, after
giving effect thereto, the sum of: (i) the amount of all Debt secured by all
Liens incurred on or after the date of this Indenture and otherwise prohibited
by this Indenture and (ii) the Attributable Value of all Sale and Leaseback
Transactions entered into on or after the date of this Indenture and otherwise
prohibited by this Indenture does not exceed 15% of Consolidated Net Tangible
Assets.

SECTION 1009. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

                 The Issuer will not, and will not permit any Subsidiary to,
enter into any Sale and Leaseback Transaction (except for a period not exceeding
36 months) unless (i) the Issuer or such Subsidiary would be entitled to enter
into such Sale and Leaseback Transaction pursuant to the provisions of Section
1008(b) without equally and ratably securing the Securities; (ii) the Issuer or
a Subsidiary applies, within 180 days after the related Sale Transaction, an
amount equal to the Net Available Proceeds of such Sale Transaction to the
redemption of Securities or other debt of the Issuer that ranks PARI PASSU with
the Securities in right of payment; or (iii) the transaction is solely between
the Issuer and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries
but only for as long as such Subsidiary or Subsidiaries are Wholly Owned
Subsidiaries.



                                      -85-
<PAGE>   95

SECTION 1010. [THIS SECTION INTENTIONALLY LEFT BLANK].

SECTION 1011. WAIVER OF CERTAIN COVENANTS.

                 The Issuer may omit in any particular instance to comply with
any covenant or condition set forth in Sections 1005 through 1009 inclusive (or
in any covenant provided pursuant to Section 901(2)), if before the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Issuer and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101. RIGHT OF REDEMPTION.

                 The Securities may be redeemed at the election of the Issuer,
as a whole or from time to time in part, at any time, at the Redemption Price
specified in the form of Security hereinbefore set forth, together with accrued
interest to the date of redemption.

SECTION 1102. APPLICABILITY OF ARTICLE.

                 Redemption of Securities at the election of the Issuer as
permitted by any provision of this Indenture shall be made in accordance with
such provision and this Article.



                                      -86-
<PAGE>   96

SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                 The election of the Issuer to redeem any Securities pursuant to
Section 1101 shall be evidenced by Board Resolutions of the Issuer. In case of
any redemption of less than all the Securities, the Issuer shall, at least 60
days prior to the redemption date fixed by the Issuer (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such redemption
date and of the principal amount of Securities to be redeemed.

SECTION 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                 If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the date fixed for redemption by the Trustee, from the Outstanding
Securities not previously called for redemption, pro rata, by lot or by such
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to $1,000 or any integral
multiple thereof) of the principal amount of Securities of a denomination larger
than $1,000.

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

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



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<PAGE>   97

SECTION 1105. NOTICE OF REDEMPTION.

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

                 All notices of redemption shall identify the Securities to be
redeemed (including CUSIP numbers) and shall state:

                  (1) the date fixed for redemption,

                  (2) the method by which the Redemption Price will be
         determined,

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

                  (4) that on the date fixed for redemption the Redemption Price
         will become due and payable upon each such Security to be redeemed and
         that interest thereon will cease to accrue on and after said date, and

                  (5) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price.

                 Notice of redemption of Securities to be redeemed pursuant to
this Article Eleven shall be given by the Issuer or, at the Issuer's request, by
the Trustee in the name and at the expense of the Issuer, and such notice, when
given to the Holders, shall be irrevocable.



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<PAGE>   98

SECTION 1106. DEPOSIT OF REDEMPTION PRICE.

                 Prior to 10:00 a.m. on any date fixed for redemption, the
Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer
is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of, and
(except if the redemption date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

SECTION 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

                 Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the date fixed for redemption, become due
and payable at the Redemption Price therein specified, and from and after such
date (unless the Issuer shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Issuer at the Redemption Price, together with
accrued interest to the redemption date; PROVIDED, HOWEVER, that installments of
interest whose Stated Maturity is on or prior to the redemption date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 308.

                 If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any), and (to
the extent provided herein) any overdue interest, shall, until paid, bear
interest from the date fixed for redemption at the rate borne by the Security.



                                      -89-
<PAGE>   99

SECTION 1108.  SECURITIES REDEEMED IN PART.

                 Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Issuer designated for that purpose
pursuant to Section 1002 (with, if the Issuer or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Issuer shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


                                 ARTICLE TWELVE

                       Defeasance and Covenant Defeasance

SECTION 1201. ISSUER'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

                 The Issuer may at its option by Board Resolution elect to have
either Section 1202 or Section 1203 applied to all the Outstanding Securities
(in whole and not in part) upon compliance with the conditions set forth below
in this Article Twelve.

SECTION 1202. DEFEASANCE AND DISCHARGE.

                  Upon the Issuer's exercise of its option to have this Section
applied to the Outstanding Securities, the Issuer shall be deemed to have been
discharged from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 1204 are
satisfied (hereinafter called "Defeasance"). For this purpose, such Defeasance
means that the Issuer shall be deemed to have paid and discharged the



                                      -90-
<PAGE>   100

entire indebtedness represented by such Securities and to have satisfied all its
other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1204 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any) and interest on such
Securities when payments are due, (2) the Issuer's obligations with respect to
such Securities under Sections 304, 305, 306, 307, 1002 and 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4)
this Article. Subject to compliance with this Article, the Issuer may exercise
its option to have this Section applied to any Outstanding Securities
notwithstanding the prior exercise of its option to have Section 1203 applied to
such Securities.

SECTION 1203. COVENANT DEFEASANCE.

                  Upon the Issuer's exercise of its option to have this Section
applied to the Outstanding Securities (1) the Issuer shall be released from its
obligations under Sections 801(3) and Sections 1005 through 1009, inclusive (and
any covenant provided pursuant to Section 901(2)), PROVIDED that the Issuer
shall not be released from its obligations to preserve and keep in full force
and effect its existence under Section 1005; and (2) the occurrence of any event
specified in Section 501(3) (with respect to any of Section 801(3) and Sections
1005 though 1009, inclusive (or to any covenant provided pursuant to Section
901(2))) or Section 501(4) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1204 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Issuer may
omit to comply with and shall have no liability in respect of any term,
condition or



                                      -91-
<PAGE>   101

limitation set forth in (or provided pursuant to) any such specified Section (to
the extent so specified in the case of Section 501(3)), whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.

SECTION 1204. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
Section 1202 or Section 1203 to the Outstanding Securities:

                  (1) The Issuer shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee which satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article applicable to it) as trust funds in trust
         for the purpose of making the following payments, specifically pledged
         as security for, and dedicated solely to, the benefits of the Holders
         of such Securities, (A) money in an amount, or (B) U.S. Government
         Obligations which through the scheduled payment of principal and
         interest in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of (and premium, if any) and interest on
         such Securities on the respective Stated Maturities, in accordance with
         the terms of this Indenture and such Securities.



                                      -92-
<PAGE>   102

                  (2) In the event of an election to have Section 1202 apply to
         the Outstanding Securities, the Issuer shall have delivered to the
         Trustee an Opinion of Counsel stating that (A) the Issuer has received
         from, or there has been published by, the Internal Revenue Service a
         ruling or (B) since the date of this instrument, there has been a
         change in the applicable Federal income tax law, in either case (A) or
         (B) to the effect that, and based thereon such opinion shall confirm
         that, the Holders of such Securities will not recognize gain or loss
         for Federal income tax purposes as a result of the deposit, Defeasance
         and discharge to be effected with respect to such Securities and will
         be subject to Federal income tax on the same amount, in the same manner
         and at the same times as would be the case if such deposit, Defeasance
         and discharge were not to occur.

                  (3) In the event of an election to have Section 1203 apply to
         the Outstanding Securities, the Issuer shall have delivered to the
         Trustee an Opinion of Counsel to the effect that the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit and Covenant Defeasance to be
         effected with respect to such Securities and will be subject to Federal
         income tax on the same amount, in the same manner and at the same times
         as would be the case if such deposit and Covenant Defeasance were not
         to occur.

                  (4) The Issuer shall have delivered to the Trustee an
         Officer's Certificate to the effect that such Securities, if then
         listed on any securities exchange, will not be delisted as a result of
         such deposit.

                  (5) No event which is, or after notice or lapse of time or
         both would become, an Event of Default with respect to such Securities
         shall have occurred and be continuing at the time of such deposit or,
         with regard to any such event specified in Sections 501(5) and (6), at
         any time on or prior to the 90th day after the date



                                      -93-
<PAGE>   103

         of such deposit (it being understood that this condition shall not be
         deemed satisfied until after such 90th day).

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

                  (7) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         agreement or instrument to which the Issuer is a party or by which it
         is bound.

                  (8) Such Defeasance or Covenant Defeasance shall not result in
         the trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act unless such trust
         shall be registered under such Act or exempt from registration
         thereunder.

                  (9) The Issuer shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

SECTION 1205. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
              IN TRUST; MISCELLANEOUS PROVISIONS.

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section 1205 and Section 1206, the Trustee and any such other trustee are
referred to collectively as the "Trustee") pursuant to Section 1204 in respect
of the Outstanding Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such



                                      -94-
<PAGE>   104

Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal and interest, but such money need not
be segregated from other funds except to the extent required by law.

                  The Issuer 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 1204 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities. The
preceding sentence shall survive the termination of this Indenture, and the
earlier removal or resignation of the Trustee.

                  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request
and be relieved of all liability with respect to any money or U.S. Government
Obligations held by it as provided in Section 1204 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance.

SECTION 1206. REINSTATEMENT.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with Section 1202 or 1203 by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer's obligations under this Indenture
and the Securities shall be revived and reinstated as though no deposit had
occurred pursuant to this Article Twelve until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section




                                      -95-
<PAGE>   105

1202 or 1203; PROVIDED, HOWEVER, that if the Issuer makes any payment of
principal of (or premium, if any) or interest on any Security following the
reinstatement of its obligations, the Issuer shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or the Paying Agent.

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

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



                                      -96-
<PAGE>   106


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


                                                    LEXMARK INTERNATIONAL, INC.,
                                                      As Issuer

                                                    By__________________________
                                                       Name:
                                                       Title:

Attest:


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


                                                    THE BANK OF NEW YORK
                                                      As Trustee

                                                    By:_________________________
                                                       Name:
                                                       Title:

Attest:


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


                                      -97-
<PAGE>   107





COMMONWEALTH OF KENTUCKY    )   ss.:
COUNTY OF __________________)


                  On the _____ day of __________, 2001, before me personally
came ___________________________, to me known, who, being by me duly sworn, did
depose and say that [he --she] is ____________________________________________
of Lexmark International, Inc., one of the corporations described in and which
executed the foregoing instrument; and that [he -- she] signed [his -- her] name
thereto by the authority of the Board of Directors of said corporation.


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


                                      -98-