<PAGE>   1
                                                                     EXHIBIT 4.2


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


                                 ATLAS AIR, INC.


                                       TO


                       STATE STREET BANK AND TRUST COMPANY
                                     TRUSTEE


                                   ----------


                                    INDENTURE


                            DATED AS OF ......., 2001


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



<PAGE>   2

                                 ATLAS AIR, INC.
                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO
                   SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE
                          TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
  TIA                                                                                   INDENTURE
SECTION                                                                                  SECTION
-------                                                                                 ---------

<S>                                                                                     <C>
 Section 310(a)(1)     ............................................................         6.09
            (a)(2)     ............................................................         6.09
            (a)(3)     ............................................................         N.A.
            (a)(4)     ............................................................         N.A.
            (b)        ............................................................         6.08
                                                                                            6.10
 Section 311(a)        ............................................................         6.13
            (b)        ............................................................         6.13
 Section 312(a)        ............................................................         7.01
                                                                                            7.02(a)
            (b)        ............................................................         7.02(b)
            (c)        ............................................................         7.02(c)
 Section 313(a)        ............................................................         7.03(a)
            (b)        ............................................................         7.03(a)
            (c)        ............................................................         7.03(a)
            (d)        ............................................................         7.03(b)
 Section 314(a)        ............................................................         7.04
            (a)(4)     ............................................................         1.01
                                                                                            10.04
 Section    (b)        ............................................................         N.A.
            (c)(1)     ............................................................         1.02
            (c)(2)     ............................................................         1.02
            (c)(3)     ............................................................         N.A.
            (d)        ............................................................         N.A.
            (e)        ............................................................         1.02
 Section 315(a)        ............................................................         6.01
            (b)        ............................................................         6.02
            (c)        ............................................................         6.01
            (d)        ............................................................         6.01
            (e)        ............................................................         5.14
 Section 316(a)        ............................................................         1.01
            (a)(1)(A)  ............................................................         5.02
                                                                                            5.12
 Section    (a)(1)(B)  ............................................................         5.13
            (a)(2)     ............................................................         N.A.
            (b)        ............................................................         5.08
            (c)        ............................................................         1.04(c)
 Section 317(a)(1)     ............................................................         5.03
            (a)(2)     ............................................................         5.04
            (b)        ............................................................         10.03
 Section 318(a)        ............................................................         1.07
</TABLE>

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N.A. means Not Applicable

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


<PAGE>   3

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
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                                             ARTICLE ONE

                       DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>                                                                                           <C>
Section 1.01.  Definitions........................................................................1
Section 1.02.  Compliance Certificates and Opinions...............................................9
Section 1.03.  Form of Documents Delivered to Trustee............................................10
Section 1.04.  Acts of Holders; Record Dates.....................................................10
Section 1.05.  Notices, Etc., to Trustee and Company.............................................12
Section 1.06.  Notice to Holders; Waiver.........................................................13
Section 1.07.  Conflict with Trust Indenture Act.................................................14
Section 1.08.  Effect of Headings and Table of Contents..........................................14
Section 1.09.  Successors and Assigns............................................................14
Section 1.10.  Separability Clause...............................................................14
Section 1.11.  Benefits of Indenture.............................................................14
Section 1.12.  Governing Law.....................................................................14
Section 1.13.  Legal Holidays....................................................................15

                                             ARTICLE TWO

                                           SECURITY FORMS

Section 2.01.  Forms Generally...................................................................15
Section 2.02.  Form of Face of Security..........................................................16
Section 2.03.  Form of Reverse of Security.......................................................19
Section 2.04.  Form of Legend for Global Securities..............................................24
Section 2.05.  Form of Trustee's Certificate of Authentication...................................25

                                            ARTICLE THREE

                                           THE SECURITIES

Section 3.01.  Amount Unlimited; Issuable in Series..............................................25
</TABLE>

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

                                       -i-

<PAGE>   4

<TABLE>
<CAPTION>
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<S>                                                                                          <C>
Section 3.02. Denominations.....................................................................29
Section 3.03. Execution, Authentication, Delivery and Dating....................................29
Section 3.04. Temporary Securities..............................................................31
Section 3.05. Registration, Registration of Transfer and Exchange...............................32
Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities..................................34
Section 3.07. Payment of Interest; Interest Rights Preserved....................................35
Section 3.08. Persons Deemed Owners.............................................................37
Section 3.09. Cancellation......................................................................37
Section 3.10. Computation of Interest...........................................................38

                                            ARTICLE FOUR

                                     SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture...........................................38
Section 4.02. Application of Trust Money........................................................40

                                            ARTICLE FIVE

                                              REMEDIES

Section 5.01. Events of Default.................................................................40
Section 5.02. Acceleration of Maturity; Rescission and Annulment................................43
Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee...................44
Section 5.04. Trustee May File Proofs of Claim..................................................45
Section 5.05. Trustee May Enforce Claims Without Possession of Securities.......................46
Section 5.06. Application of Money Collected....................................................46
Section 5.07. Limitation on Suits...............................................................47
Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and
                 Interest.......................................................................48
Section 5.09. Restoration of Rights and Remedies................................................48
Section 5.10. Rights and Remedies Cumulative....................................................48
Section 5.11. Delay or Omission Not Waiver......................................................49
Section 5.12. Control by Holders................................................................49
</TABLE>


                                      -ii-

<PAGE>   5

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----

<S>                                                                                          <C>
Section 5.13. Waiver of Past Defaults...........................................................49
Section 5.14. Undertaking for Costs.............................................................50
Section 5.15. Waiver of Stay or Extension Laws..................................................50

                                             ARTICLE SIX

                                             THE TRUSTEE

Section 6.01. Certain Duties and Responsibilities...............................................51
Section 6.02. Notice of Defaults................................................................51
Section 6.03. Certain Rights of Trustee.........................................................52
Section 6.04. Not Responsible for Recitals or Issuance of Securities............................53
Section 6.05. May Hold Securities...............................................................53
Section 6.06. Money Held in Trust...............................................................53
Section 6.07. Compensation and Reimbursement....................................................54
Section 6.08. Disqualification; Conflicting Interests...........................................54
Section 6.09. Corporate Trustee Required; Eligibility...........................................55
Section 6.10. Resignation and Removal; Appointment of Successor.................................55
Section 6.11. Acceptance of Appointment by Successor............................................55
Section 6.12. Merger, Conversion, Consolidation or Succession to Business.......................59
Section 6.13. Preferential Collection of Claims Against Company.................................59
Section 6.14. Appointment of Authenticating Agent...............................................60

                                            ARTICLE SEVEN

                          HOLDERS, LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.........................62
Section 7.02. Preservation of Information; Communications to Holders............................63
Section 7.03. Reports by Trustee................................................................63
Section 7.04. Reports by Company................................................................64
</TABLE>


                                      -iii-

<PAGE>   6

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

                                            ARTICLE EIGHT

                        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01.  Company May Consolidate, Etc., Only on Certain Terms..............................64
Section 8.02.  Successor Substituted.............................................................65

                                            ARTICLE NINE

                                       SUPPLEMENTAL INDENTURES

Section 9.01.  Supplemental Indentures Without Consent of Holders................................66
Section 9.02.  Supplemental Indentures with Consent of Holders...................................68
Section 9.03.  Execution of Supplemental Indentures..............................................69
Section 9.04.  Effect of Supplemental Indentures.................................................70
Section 9.05.  Conformity with Trust Indenture Act...............................................70
Section 9.06.  Reference in Securities to Supplemental Indentures................................70

                                             ARTICLE TEN

                                              COVENANTS

Section 10.01. Payment of Principal, Premium and Interest........................................70
Section 10.02. Maintenance of Office or Agency...................................................71
Section 10.03. Money for Securities; Payments to Be Held in Trust................................71
Section 10.04. Statement by Officers as to Default...............................................73
Section 10.05. Existence.........................................................................73
Section 10.06. Waiver of Certain Covenants.......................................................74
Section 10.07. Calculation of Original Issue Discount; Calculation of Foreign Currency
                  Equivalents; and Certain Information Concerning Tax Reporting..................74
</TABLE>


                                      -iv-

<PAGE>   7

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<CAPTION>
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<S>                                                                                          <C>

                                           ARTICLE ELEVEN

                                      REDEMPTION OF SECURITIES

Section 11.01. Applicability of Article..........................................................75
Section 11.02. Election to Redeem; Notice to Trustee.............................................75
Section 11.03. Selection by Trustee of Securities to Be Redeemed.................................76
Section 11.04. Notice of Redemption..............................................................77
Section 11.05. Deposit of Redemption Price.......................................................78
Section 11.06. Securities Payable on Redemption Date.............................................78
Section 11.07. Securities Redeemed in Part.......................................................78

                                           ARTICLE TWELVE

                                            SINKING FUNDS

Section 12.01. Applicability of Article..........................................................79
Section 12.02. Satisfaction of Sinking Fund Payments with Securities.............................79
Section 12.03. Redemption of Securities for Sinking Fund.........................................80

                                          ARTICLE THIRTEEN

                                             DEFEASANCE

Section 13.01. Applicability of Article..........................................................80
Section 13.02. Defeasance Upon Deposit of Moneys or U.S. Government Obligations..................81
Section 13.03. Deposited Moneys and U.S. Government Obligations to be Held in Trust..............84
Section 13.04. Repayment to Company..............................................................85
Section 13.05. Reinstatement.....................................................................85

                                          ARTICLE FOURTEEN

                                              IMMUNITY

Section 14.01. Personal Immunity of Incorporators, Stockholders, Directors and Officers..........86

TESTIMONIUM......................................................................................87
SIGNATURES AND SEALS.............................................................................88
ACKNOWLEDGMENTS..................................................................................90
</TABLE>


                                      -v-

<PAGE>   8

                  INDENTURE, dated as of __________, 2001, between Atlas Air,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), and State Street Bank and Trust Company,
as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        Definitions and other Provisions
                             of General Application

Section 1.01. 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;


                                       1
<PAGE>   9
                                      -2-


                  (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;

                  (4) the words "Article" and "Section" refer to an Article and
         Section, respectively, of this Indenture; and

                  (5) 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.

                  Certain terms, used principally in Article Thirteen, are
defined in that Article.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "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.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.


<PAGE>   10
                                      -3-


                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee appointed by that board, which
committee may consist entirely of members of the board of directors of the
Company, non-members of the board, or a mixture of board and non-board members.

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

                  "Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.

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

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by the Chairman of the Board, the
Chief Executive Officer, the Chief Operating Officer, the President, the Chief
Financial Officer or a Vice President of the Company, and by the Comptroller,
the Treasurer, an Assistant Comptroller, an Assistant Treasurer, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.

                  "Corporate Trust Office" means an office of the Trustee at
which at any particular time corporate


<PAGE>   11
                                      -4-


trust business shall be administered, including the administration of this
Indenture, which office on the date hereof is located at Goodwin Square, 225
Asylum Street, Hartford, Connecticut 06103, Att.: Corporate Trust Department.

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

                  "Defaulted Interest" has the meaning specified in Section
3.07.

                  "Depositary" means, with respect to the Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, the clearing agency registered under the Exchange Act specified for
that purpose as contemplated by Section 3.01.

                  "Event of Default" has the meaning specified in Section 5.01.

                  "Exchange Act" means the Securities Exchange Act of 1934 as it
may be amended and any successor act thereto.

                  "Global Security" means a Security bearing the legend
specified in Section 2.04 evidencing all or part of a series of Securities,
authenticated and delivered to the Depositary for such series or its nominee,
and registered in the name of such Depositary or nominee.

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

                  "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. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.01.


<PAGE>   12
                                      -5-


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

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

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

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer,
the President, the Chief Financial Officer or a Vice President of the Company,
and by the Comptroller, the Treasurer, an Assistant Comptroller, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 10.04 shall be the principal executive, financial or
accounting officer of the Company.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be reasonably acceptable to the
Trustee.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02.

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

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


<PAGE>   13
                                      -6-


                  (2) 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 Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities; provided that, if
         such Securities are to be redeemed, notice of such redemption has been
         duly given pursuant to this Indenture or provision therefor
         satisfactory to the Trustee has been made;

                  (3) Securities which have been defeased pursuant to Section
         13.02(a); and

                  (4) Securities which have been paid pursuant to Section 3.06
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 5.02, (B) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 3.01 on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (A) above) of such Security, and (C) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall


<PAGE>   14
                                      -7-


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 company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.

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

                  "Place of Payment", when used with respect to the Securities
of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

                  "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 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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

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


<PAGE>   15
                                      -8-


                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.01.

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

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.05.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

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

                  "Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

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

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was


<PAGE>   16
                                      -9-


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.

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

Section 1.02. Compliance Certificates and Opinions.

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

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for the
certificates provided for in Section 10.04) 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


<PAGE>   17
                                      -10-


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

Section 1.03. 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 Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

Section 1.04. Acts of Holders; Record Dates.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted


<PAGE>   18
                                      -11-


by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

                  Without limiting the generality of the foregoing, a Holder,
including a Depositary that is a Holder of a Global Security, may make, give or
take, by a proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and a Depositary that is a
Holder of a Global Security may provide its proxy or proxies to the beneficial
owners of interests in any such Global Security.

                  (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 Company may fix any day as the record date for the
purpose of determining the Holders of Securities of any


<PAGE>   19
                                      -12-


series entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given or taken by Holders of Securities of such series, other than any
such action provided or permitted to be taken under Section 5.01, 5.02 or 5.12.
Such record date shall be not earlier than the 30th day prior to the first
solicitation of any Holder to give or take any such action and not later than
the date of such first solicitation. With regard to any record date for action
to be taken by the Holders of one or more series of Securities, only the Holders
of Securities of such series on such date (or their duly designated proxies)
shall be entitled to give or take the relevant action. The Company shall notify
the Trustee in writing of any such record date not later than the date of the
first solicitation of any Holder to give or take any action.

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

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

Section 1.05. Notices, Etc., to Trustee and Company.

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

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


<PAGE>   20
                                      -13-


                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument, to the
         attention of its Treasurer, with a separate copy to its General Counsel
         (provided that the failure of any Holder to send a separate copy shall
         not affect the sufficiency of the notice), or at any other address
         previously furnished in writing to the Trustee by the Company.

Section 1.06. 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 their 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, 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.


<PAGE>   21
                                      -14-


Section 1.07. 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 such 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 1.08. 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 1.09. Successors and Assigns.

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

Section 1.10. 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 1.11. Benefits of Indenture.

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

Section 1.12. Governing Law.

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


<PAGE>   22
                                      -15-


Section 1.13. Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date 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.

                                   ARTICLE TWO

                                 Security Forms

Section 2.01. Forms Generally.

                  The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.


<PAGE>   23
                                      -16-


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

Section 2.02. Form of Face of Security.

                  [Insert any legend, if any, required by the Internal Revenue
                  Code and the regulations thereunder.]



                                 Atlas Air, Inc.

                     .......................................

No. .........                                                        $ .........

Atlas Air, Inc., a corporation duly organized and existing under the laws of
Delaware (herein called the "Company", 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 on
 ........... [if the Security is to bear interest prior to Maturity, insert --,
and to pay interest thereon from ................. or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on .......... and .......... in each year, commencing..........,
at the rate of ....% per annum, until the principal hereof is paid or made
available for payment [if applicable, insert --, and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of ....% per
annum on any overdue principal and premium and on any overdue installment of
interest]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business


<PAGE>   24
                                      -17-


on the Regular Record Date for such interest, which shall be the ......... 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 such 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 of this
series not less than 30 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].

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

                  Payment of the principal of (and premium, if any) and [if
applicable insert -- any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in .........., in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [if applicable, insert
--; provided, however, that at the option of the Company


<PAGE>   25
                                      -18-


payment or interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

                  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.




<PAGE>   26
                                      -19-


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

Dated:


                                                  ATLAS AIR, INC.


                                                  By....................


Attest:

 ........................


Section 2.03. Form of Reverse of Security.

                  This Security is one of a duly authorized issue of Securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of ________, 2001 (herein called the
"Indenture"), between the Company and State Street Bank and Trust Company 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 Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof[, limited in aggregate principal amount to
$............].

                  [If applicable, insert --The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [if
applicable, insert --(1) on .......... in any year commencing with the year
 ......... and ending with the year .......... through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [on or after 20..], as a whole or in part, at the
election of the Company, at the following


<PAGE>   27
                                      -20-


Redemption Prices (expressed as percentages of the principal amount): If
redeemed [on or on or before ........., ___%, and if redeemed] during the
12-month period beginning ......... of the years indicated,

<TABLE>
<CAPTION>
                                       REDEMPTION                                              REDEMPTION
YEAR                                     PRICE                        YEAR                        PRICE
----                                   ----------                     ----                     ----------
<S>                                <C>                                <C>                      <C>

</TABLE>



and thereafter at a Redemption Price equal to .......% of the principal amount,
together in the case or any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

                  [If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, (1) on
 ............. in any year commencing with the year .... and ending with the year
 .... through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [on or after ...........], as a whole or in part, at the election or
the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
 ............. of the years indicated,


<PAGE>   28
                                      -21-


<TABLE>
<CAPTION>
                                          REDEMPTION PRICE
                                           FOR REDEMPTION                          REDEMPTION PRICE FOR
                                          THROUGH OPERATION                        REDEMPTION OTHERWISE
                                               OF THE                             THAN THROUGH OPERATION
YEAR                                        SINKING FUND                           OF THE SINKING FUND
----                                      -----------------                       ----------------------
<S>                                     <C>                                     <C>

</TABLE>



and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

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

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


<PAGE>   29
                                      -22-


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

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

                  [If the security is an Original Issue Discount Security,
insert -- If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture. Such amount shall be equal to -- insert formula for determining
the amount. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]

                  [If applicable, insert -- The Indenture contains provisions
for defeasance at any time of (1) the entire indebtedness of this Security or
(2) certain restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set forth in the
Indenture.]

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the


<PAGE>   30
                                      -23-


Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

                  As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default, the Holders of not less than 25% in principal
amount of the Outstanding Securities shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in principal amount of the Outstanding Securities a direction inconsistent with
such request and shall have failed to institute such proceedings within 60 days;
provided, however, that such limitations do not apply to a suit instituted by
the Holder hereof for the enforcement of payment of the principal of (and
premium, if any) or any interest on this Security on or after the respective due
dates expressed herein.

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

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any


<PAGE>   31
                                      -24-


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

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

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

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

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

Section 2.04. Form of Legend for Global Securities.

                  Any Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:


<PAGE>   32
                                      -25-


                  "This Security is a Global Security within the meaning of the
         Indenture hereinafter referred to and is registered in the name of a
         Depositary or a nominee of a Depositary. This Security is not
         exchangeable for Securities registered in the name of a Person other
         than the Depositary or its nominee except in the limited circumstances
         described in the Indenture, and no transfer of this Security (other
         than a transfer of this Security as a whole by the Depositary to a
         nominee of the Depositary or by a nominee of the Depositary to the
         Depositary or another nominee of the Depositary) may be registered
         except in the limited circumstances described in the Indenture."

Section 2.05. Form of Trustee's Certificate of Authentication.

                  The Trustee's certificates of authentication shall be in
substantially the following form:

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

                                                 ..............................,
                                                                      As Trustee


                                                 ...............................
                                                              Authorized Officer


                                  ARTICLE THREE

                                 THE SECURITIES

Section 3.01. Amount Unlimited; Issuable in Series.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.


<PAGE>   33
                                      -26-


                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution and, subject to
Section 3.03, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or
         11.07);

                  (3) whether Securities of the series are to be in registered
         form, bearer form (with or without coupons) or both, any restrictions
         applicable to the offer, sale or delivery of Securities in bearer form
         and the terms, if any, upon which Securities of the series in bearer
         form may be exchanged for Securities of the series in registered form;

                  (4) whether any Securities of the series are to be issuable in
         temporary or permanent global form with or without coupons and whether
         beneficial owners of interests in any such global Security may exchange
         such interests for Securities of such series and like tenor of any
         authorized form and denomination and the circumstances under which any
         such exchanges may occur;

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


<PAGE>   34
                                      -27-


                  (6) the date or dates on which the principal of the Securities
         of the series is payable;

                  (7) the rate or rates at which the Securities of the series
         shall bear interest, if any, the formula pursuant to which interest
         shall be determined, if any, the basis upon which interest shall be
         calculated if other than a 360 day year of 12 months of 30 days each,
         the date or dates from which such interest shall accrue, the Interest
         Payment Dates on which any such interest shall be payable and the
         Regular Record Date for any interest payable on any Interest Payment
         Date;

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

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

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

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

                  (12) the currency, currencies or currency units in which
         payment of the principal of and any premium and interest on any
         Securities of the series shall be payable if other than the currency of
         the United States of America and the manner of determining the
         equivalent thereof in the currency of the United States of America for
         purposes of the definition of "Outstanding" in Section 1.01:


<PAGE>   35
                                      -28-


                  (13) if the amount of payments of principal of or any premium
         or interest on any Securities of the series may be determined with
         reference to an index, the manner in which such amounts shall be
         determined;

                  (14) if the principal of or any premium or interest on any
         Securities of the series is to be payable, at the election of the
         Company or a Holder thereof, in one or more currencies or currency
         units other than that or those in which the Securities are stated to be
         payable, the currency, currencies or currency units in which payment of
         the principal of and any premium and interest on Securities of such
         series as to which such election is made shall be payable, and the
         periods within which and the terms and conditions upon which such
         election is to be made;

                  (15) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 5.02;

                  (16) whether the Securities of the series shall be issued in
         whole or in part in the form of one or more Global Securities and, in
         such case, the Depositary or Depositaries with respect to such Global
         Security or Securities and the circumstances under which any such
         Global Security may be registered for transfer or exchange, or
         authenticated and delivered, in the name of a Person other than such
         Depositary or its nominee, if other than as set forth in Section 3.05;

                  (17) any other covenant included for the benefit of Securities
         of the series in addition to those included in this Indenture;

                  (18) the application, if any, of Section 13.02(a) or 13.02(b)
         to the Securities of the series; and

                  (19) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 9.01(5)).


<PAGE>   36
                                      -29-


                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
3.03) set forth, or determined in the manner provided, in the officers'
Certificate referred to above or in any such indenture supplemental hereto.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

Section 3.02. Denominations.

                  Unless otherwise specified as contemplated by Section 3.01,
the Securities of each series shall be issuable only in registered form without
coupons in such denominations as shall be specified as contemplated by Section
3.01. In the absence of any such specification with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

Section 3.03. Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile.

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


<PAGE>   37
                                      -30-


                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any Series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (a) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 2.01, that such
         form has been established in conformity with the provisions of this
         Indenture;

                  (b) if the terms of such Securities have been established by
         or pursuant to Board Resolution as permitted by Section 3.01, that such
         terms have been established in conformity with the provisions of this
         Indenture; and

                  (c) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute valid
         and legally binding obligations of the Company enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles.

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


<PAGE>   38
                                      -31-


                  Notwithstanding the provisions of Section 3.01 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.01 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be 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 certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder.

Section 3.04. Temporary Securities.

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

                  If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of


<PAGE>   39
                                      -32-


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

Section 3.05. Registration, Registration of Transfer and Exchange.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided; provided that the
Company may, from time to time, designate (or change any designation of) any
other Person or Persons to act as Security Registrar or co-Security Registrars
with respect to the Securities of one or more series, with notice to the Trustee
and as provided in Section 1.06 to the Holders. At all reasonable times the
Security Register shall be open for inspection by the Company. In the event that
the Trustee shall not be the Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.

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


<PAGE>   40
                                      -33-


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

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any
transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 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.


<PAGE>   41
                                      -34-


                  Notwithstanding the foregoing, no Global Security shall be
registered for transfer or exchange, or authenticated and delivered, whether
pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, in the
name of a Person other than the Depositary for such Global Security or its
nominee until (i) the Depositary with respect to a Global Security notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Security or the Depositary ceases to be a clearing agency registered under the
Exchange Act, (ii) the Company executes and delivers to the Trustee a Company
Order that such Global Security shall be so transferable and exchangeable or
(iii) there shall have occurred and be continuing an Event of Default, or any
event which after notice or lapse of time, or both, would constitute an Event of
Default, with respect to the Securities of such series. Upon the occurrence in
respect of any Global Security of any series of any one or more of the
conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or
such other conditions as may be specified as contemplated by Section 3.01 for
such series, such Global Security may be registered for transfer or exchange for
Securities registered in the names of, or authenticated and delivered to, such
Persons as the Depositary with respect to such series shall direct.

                  Except as provided in the preceding paragraph, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section,
Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall also be a Global Security
and bear the legend specified in Section 2.04.

Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

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

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction,


<PAGE>   42
                                      -35-


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

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

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

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

                  The provisions of this Section 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 3.07. Payment of Interest; Interest Rights Preserved.

                  Except as otherwise provided as contemplated by Section 3.01
with respect to any series of Securities, 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


<PAGE>   43
                                      -36-


Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

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

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


<PAGE>   44
                                      -37-


         Payment of such Defaulted Interest and the Special Record Date therefor
         having been so mailed, such Defaulted Interest shall be paid to the
         Persons in whose names the Securities of such series (or their
         respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following Clause (2).

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

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.08. Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security in registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 3.07) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 3.09. Cancellation.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other


<PAGE>   45
                                      -38-


than the Trustee, be delivered to the Trustee and shall be promptly canceled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of as
directed by a Company Order.

Section 3.10. Computation of Interest.

                  Except as otherwise specified as contemplated by Section 3.01
for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 4.01. Satisfaction and Discharge of Indenture.

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

                  (1) either

                  (A) all Securities theretofore authenticated and delivered
         (other than (i) Securities which have been destroyed, lost or stolen
         and which have been replaced or


<PAGE>   46
                                      -39-


         paid as provided in Section 3.06 and (ii) Securities for whose payment
         money has theretofore been deposited in trust or segregated and held in
         trust by the Company and thereafter repaid to the Company or discharged
         from such trust, as provided in Section 10.03) 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

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

         and the Company, 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 any premium 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;

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee


<PAGE>   47
                                      -40-


under Section 6.07, the obligations of the Trustee to any Authenticating Agent
under Section 6.14 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive.

Section 4.02. Application of Trust Money.

                  Subject to provisions of the last paragraph of Section 10.03,
all money deposited with the Trustee pursuant to Section 4.01 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 Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    Remedies

Section 5.01. Events of Default.

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

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

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series at its


<PAGE>   48
                                      -41-


         Maturity, and the continuance of such default for a period of 5
         Business Days; or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series, and the
         continuance of such default for a period of 5 Business Days; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of series of
         Securities other than that series), and continuance of such default or
         breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount of the outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company or a
         Restricted Subsidiary (including a default with respect to Securities
         of any series other than that series) or under any mortgage, indenture
         or instrument under which there may be issued or by which there may be
         secured or evidenced any indebtedness money borrowed by the Company or
         any Subsidiary (including this Indenture), whether such indebtedness
         now exists or shall hereafter be created, which default (i) shall have
         resulted from the failure by the Company or any Subsidiary to pay the
         principal amount due upon final stated maturity of such indebtedness in
         an amount in excess of $25 million after the expiration of any grace
         period or (ii) shall have resulted in such indebtedness in an amount in
         excess of $25 million becoming or being declared due and payable prior
         to the date on which it would otherwise have become due and payable, in
         either case without such indebtedness having been


<PAGE>   49
                                      -42-


         discharged, or such acceleration having been rescinded or annulled,
         within a period of 10 days after there shall have been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default and requiring the Company to cause such
         indebtedness to be discharged or cause such acceleration to be
         rescinded or annulled and stating that such notice is a "Notice of
         Default" hereunder; or

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

                  (7) the commencement by the Company 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
         Company 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 the consent by it to the filing of such
         petition or to the appointment of or taking possession by a


<PAGE>   50
                                      -43-


         custodian, receiver, liquidator, assignee, trustee, sequestrator or
         other similar official of the Company or of any substantial part of its
         property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due; or

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

Section 5.02. Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

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

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

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


<PAGE>   51
                                      -44-


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

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

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

                  and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 5.13.

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

Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.

                  The Company 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

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof and such
         default continues for a period of 5 Business Days,

the Company 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 any


<PAGE>   52
                                      -45-


premium 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 or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, 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 5.04. Trustee May File Proofs of Claim.

                  In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions 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 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
6.07.

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or


<PAGE>   53
                                      -46-


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; provided, however, the Trustee may vote on behalf
of the Holders for the election of a trustee in bankruptcy or similar official
and may be a member of a creditors or other similar committee.

Section 5.05. 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 5.06. 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 any premium or interest, upon presentation of the 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 6.07;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of and any premium 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


<PAGE>   54
                                      -47-


         amounts due and payable on such Securities for principal and any
         premium and interest, respectively; and

                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

Section 5.07. Limitation on Suits.

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

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

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

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

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

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

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


<PAGE>   55
                                      -48-


under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.

Section 5.08. 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 any premium and
(subject to Section 3.07) any interest on such Security on the Stated Maturity
or 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.

Section 5.09. Restoration of Rights and Remedies.

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

Section 5.10. 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 3.06, 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.


<PAGE>   56
                                      -49-


Section 5.11. Delay or Omission Not Waiver.

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

Section 5.12. Control by Holders.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided 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 5.13. Waiver of Past Defaults.

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

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

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended


<PAGE>   57
                                      -50-


         without the consent of the Holder of each Outstanding Security of such
         series affected.

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

Section 5.14. 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 Company,
by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities, or by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

Section 5.15. Waiver of Stay or Extension Laws.

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



<PAGE>   58
                                      -51-


                                   ARTICLE SIX

                                   The Trustee

Section 6.01. 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 expand or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment or such funds or adequate
indemnity against such risk or liability is not reasonably 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 6.02. Notice of Defaults.

                  If a default occurs hereunder with respect to Securities of
any series, the Trustee shall give the Holders of Securities of such series
notice of such default 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 5.01(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


<PAGE>   59
                                      -52-


Section 6.03. Certain Rights of Trustee.

                  Subject to the provisions of Section 6.01:

                  (a) the Trustee may 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 Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

                  (c) whenever in the administration of this Indenture the
         Trustee 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 proscribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

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

                  (e) the Trustee shall be under no obligation to 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


<PAGE>   60
                                      -53-


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

                  (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.

Section 6.04. Not Responsible for Recitals or Issuance of Securities.

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

Section 6.05. May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

Section 6.06. Money Held in Trust.

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


<PAGE>   61
                                      -54-


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

Section 6.07. Compensation and Reimbursement.

                  The Company agrees

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

                  (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 the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

                  The Trustee shall have a claim prior to the Securities as to
all property and funds held by it hereunder for any amounts owing it or any
predecessor Trustee pursuant to this Section 6.07, except to funds held in trust
for the benefit of the Holders of any Securities.

Section 6.08. Disqualification; Conflicting Interests.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the


<PAGE>   62
                                      -55-


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 6.09. 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 and
has a combined capital and surplus of at least $100,000,000. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of 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 6.10. 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 in
accordance with the applicable requirements of Section 6.11.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of


<PAGE>   63
                                      -56-


a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company.

                  (d)  If at any time:

                  (1) the Trustee shall fail to comply with Section 6.08 after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 6.09
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or


<PAGE>   64
                                      -57-


incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

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

Section 6.11. Acceptance of Appointment by Successor.

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


<PAGE>   65
                                      -58-


transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

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


<PAGE>   66
                                      -59-


retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

Section 6.12. 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 6.13. Preferential Collection of Claims Against Company.

                  If and when the Trustee shall be or become a creditor of the
Company (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 Company (or any such other obligor).


<PAGE>   67
                                      -60-


Section 6.14. Appointment of Authenticating Agent.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee, to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if 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 Company 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 Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation


<PAGE>   68
                                      -61-


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

                  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 6.07.

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



<PAGE>   69
                                      -62-


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

                                                 ..............................,
                                                                      As Trustee


                                                 By............................,
                                                         As Authenticating Agent


                                                 By............................,
                                                              Authorized Officer


                                  ARTICLE SEVEN

                Holders, Lists and Reports by Trustee and Company

Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.

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

                  (a) semi-annually, either (i) not later than ____________ and
_____________ in each year in the case of Original Issue Discount Securities of
any series which by their terms bear interest only after maturity, or (ii) not
more than 15 days after each Regular Record Date in the case of Securities of
any other series, a list of each series of Securities, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
each such series of Securities as of the preceding ____________ or _________ or
Regular Record Date, as the case may be, and

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


<PAGE>   70
                                      -63-


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

Section 7.02. 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 7.01 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 7.01 upon receipt of a new list so furnished.

                  (b) The rights of the Holders to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges 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 Company and the Trustee that neither the Company nor the
Trustee nor any agent or either of them shall be held accountable by reason of
any disclosure or information as to names and addresses of Holders made pursuant
to the Trust Indenture Act.

Section 7.03. Reports by Trustee.

                  (a) The Trustee shall within 60 days of ________ of each year,
commencing _________, 20.., and at such other times as may be required by the
Trust Indenture Act, 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.

                  (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 any Securities are listed with the


<PAGE>   71
                                      -64-


Commission and with the Company. The Company will notify the Trustee when any
Securities are listed an any stock exchange.

Section 7.04. Reports by Company.

                  The Company 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 be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.01. Company May Consolidate, Etc., Only on Certain Terms.

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

                  (1) in case the Company 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 Company is merged or the Person which
         acquires by conveyance or transfer, or which leases, the properties and
         assets of the Company substantially as an entirety shall be a Person,
         shall be organized and validly existing under the laws of the United
         States of America, any State


<PAGE>   72
                                      -65-


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

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Company or
         any Subsidiary as a result of such transaction as having been incurred
         by the Company or such Subsidiary at the time of 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 conveyance, transfer or lease, properties or assets of the Company
         would become subject to a mortgage, pledge, lien, security interest or
         other encumbrance which would not be permitted by this Indenture, the
         Company 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) all indebtedness secured
         thereby; and

                  (4) the Company has delivered to the Trustee an Officers'
         Certificate 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 8.02. Successor Substituted.

                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company


<PAGE>   73
                                      -66-


substantially as an entirety in accordance with Section 8.01, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, 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 9.01. Supplemental Indentures Without Consent of Holders.

                  Without the consent of any Holders, the Company, 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, for any of the following purposes:

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

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

                  (3) to change, or to add any additional, Events of Default; or

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to


<PAGE>   74
                                      -67-


         permit or facilitate the issuance of Securities in bearer form,
         registrable or not registrable as to principal, and with or without
         interest coupons, or to permit or facilitate the issuance of Securities
         in uncertificated form; or

                  (5) to add to or change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Securities, provided
         that any such addition, change or elimination (i) shall neither (A)
         apply to any Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (B) modify the rights of the Holder of any such Security
         with respect to such provision or (ii) shall become effective only when
         there is no such Security Outstanding; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
         as permitted by Sections 2.01 and 3.01; or

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11(b); or

                  (9) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture, provided that such action
         pursuant to this clause (9) shall not adversely affect the interests of
         the Holders of Securities of any series in any material respect.


<PAGE>   75
                                      -68-


Section 9.02. 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 of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, 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 of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or (unless otherwise specified as contemplated
         by Section 3.01) the rate of interest thereon or any premium payable
         upon the redemption thereof, or reduce the amount of the principal of
         an original Issue Discount Security that would be due and payable upon
         a declaration of acceleration of the Maturity thereof pursuant to
         Section 5.02, or change any 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 of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this indenture, or


<PAGE>   76
                                      -69-


                  (3) modify any of the provisions of this Section, Section 5.13
         or Section 10.06, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, provided, however, that this clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 10.06 or the deletion of this proviso, in accordance with
         the requirements of Sections 6.11(b) and 9.01(8).

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

                  It shall not be necessary for 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 9.03. 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 6.01) shall be fully protected in relying
upon, an Opinion of counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.


<PAGE>   77
                                      -70-


Section 9.04. 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 9.05. Conformity with Trust Indenture Act.

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

Section 9.06. Reference in Securities to Supplemental Indentures.

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

                                   ARTICLE TEN

                                    Covenants

Section 10.01. Payment of Principal, Premium and Interest.

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


<PAGE>   78
                                      -71-


Section 10.02. Maintenance of Office or Agency.

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

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

Section 10.03. Money for Securities; Payments To Be Held in Trust.

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such


<PAGE>   79
                                      -72-


Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of or
any premium or interest on any Securities of that series, 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
Company will promptly notify the Trustee of its action or failure so to act.

                  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, 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 Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by


<PAGE>   80
                                      -73-


the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company 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 Company.

Section 10.04. Statement by Officers as to Default.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

Section 10.05. Existence.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence and rights (charter and statutory); provided, however, that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company or that the loss thereof would not materially and
adversely affect the Company's ability to perform its obligations under this
Indenture.


<PAGE>   81
                                      -74-


Section 10.06. Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in any covenant specified with
respect to any series of Securities as contemplated by Section 3.01 if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

Section 10.07. Calculation of Original Issue Discount; Calculation of Foreign
               Currency Equivalents; and Certain Information Concerning Tax
               Reporting.

                  As soon as practicable after the issuance of any Original
Issue Discount Security, the Company shall furnish to the Trustee an Officers'
Certificate setting forth (i) the amount of the original issue discount an such
Security expressed as a U.S. dollar amount per $1,000 of principal amount of
such Security, (ii) the yield to maturity for such Security and (iii) a table of
the amounts that would be due and payable upon a declaration of acceleration of
the Maturity of such Security pursuant to Section 5.02 for each day from the
date of original issuance of such Security to the Stated Maturity of such
Security.

                  As soon as practicable after the issuance of any Security
denominated in any currency or currencies, including composite currencies, other
than U.S. dollars, the Company shall furnish to the Trustee an Officers'
Certificate specifying the U.S. dollar equivalent of the principal amount of
such Security as of the date of original issuance of such Security (or, in the
case of an Original Issue Discount Security, the U.S. dollar equivalent on the
date of original issuance of such


<PAGE>   82
                                      -75-


Security of the principal amount thereof that would be due and payable as of the
date of original issuance of such Security upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.02 as of such date).

                  The Company covenants to indemnify the Trustee for, and to
hold it harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on its part arising out of or in connection with
actions taken or omitted to be taken by the Trustee in reliance upon any
Officers' Certificate furnished pursuant to this Section.

                  On or before December 15 of each year during which any
Securities are Outstanding, the Company shall furnish to the Trustee such
information as may be reasonably requested by the Trustee in order that the
Trustee may prepare the information which it is required to report for such year
on Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the
Internal Revenue Code of 1986, as amended. Such information shall include the
amount of original issue discount includable in income for each $1,000 of
principal amount of Original Issue Discount Securities outstanding during such
year.

                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 11.01. Applicability of Article.

                  Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

Section 11.02. Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the


<PAGE>   83
                                      -76-


Securities of any series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction or condition.

Section 11.03. Selection by Trustee of Securities To Be Redeemed.

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

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

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the


<PAGE>   84
                                      -77-


redemption of Securities shall relate, in the case of any Securities redeemed or
to be redeemed only in part, to the portion of the principal amount of such
securities which has been or is to be redeemed.

Section 11.04. Notice of Redemption.

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

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
         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 Redemption Date the Redemption Price will
         become due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

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

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

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


<PAGE>   85
                                      -78-


Section 11.05. Deposit of Redemption Price.

                  Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 10.03) 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 11.06. Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon Surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.01, installments of interest
whose Stated Maturity is on or prior to the Redemption Date, shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07.

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

Section 11.07. Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or


<PAGE>   86
                                      -79-


his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, 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

                                  Sinking Funds

Section 12.01. Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.01 for Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

Section 12.02. Satisfaction of Sinking Fund Payments with Securities.

                  The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of


<PAGE>   87
                                      -80-


such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 12.03. Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.02 and will also deliver to the Trustee
any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.

                                ARTICLE THIRTEEN

                                   DEFEASANCE

Section 13.01. Applicability of Article.

                  If pursuant to Section 3.01 provision is made for either or
both of (a) defeasance of the securities of a series


<PAGE>   88
                                      -81-


under Section 13.02(a) and (b) covenant defeasance of the Securities of a series
under Section 13.02(b), then the provisions of such Section or Sections, as the
case may be, together with other provisions of this Article Thirteen, shall be
applicable to the Securities of such series, and the Company may at its option
by Board Resolution, at any time, with respect to the Securities of such series,
elect to have either Section 13.02(a) (if applicable) or Section 13.02(b) (if
applicable) be applied to the Outstanding Securities of such series upon
compliance with the conditions set forth in this Article Thirteen.

Section 13.02. Defeasance Upon Deposit of Moneys or U.S. Government Obligations.

                  At the Company's option, written notice of which shall be
provided to the Trustee by the Company, either (a) the Company shall be deemed
to have been Discharged (as defined below) from its obligations with respect to
Securities of any series after the applicable conditions set forth below have
been satisfied or (b) the Company shall cease to be under any obligation to
comply with any term, provision or condition set forth in Clause (3) of Section
8.01, or if so specified pursuant to Section 3.01, any other covenant added for
the benefit of such series pursuant to Section 3.01 and the occurrence of an
event specified in Section 5.01(4) (with respect to Clause (3) of Section 8.01)
or an event specified in Section 5.01(5) (and any other Event of Default
applicable to such Securities that is determined pursuant to Section 3.01 to be
subject to this provision) shall not be deemed to be an Event of Default with
respect to the Outstanding Securities of such series at any time after the
applicable conditions set forth below have been satisfied:

                  (1) the company shall have deposited or caused to be deposited
with the Trustee as trust funds in trust and dedicated solely to, the benefit of
the Holders of the Securities of such series (i) money in an amount, or U.S.
Government Obligations (as defined below) that through the payment of interest
and principal in respect thereof in accordance with their terms will provide,
not later than the due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii),


<PAGE>   89
                                      -82-


sufficient, without reinvestment, 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 principal of and premium, if any,
and interest on, the Outstanding Securities of such series on the Maturity of
such principal, premium, if any, or interest; before such a deposit the Company
may make arrangements satisfactory to the Trustee for the redemption of
Securities at a future date or dates in accordance with Article Eleven, which
shall be given effect in applying the foregoing;

                  (2) no Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to the Securities of
such series shall have occurred and be continuing (A) on the date of such
deposit or (B) insofar as subsections 5.01(6) and (7) are concerned, at any time
during the period ending on the 91st day after the date of such deposit (it
being understood that the condition in this condition shall not be deemed
satisfied until the expiration of such period);

                  (3) such defeasance or covenant defeasance shall not result in
the trust arising from such deposit to constitute, unless it is qualified as, a
regulated investment company under the Investment Company Act of 1940, as
amended;

                  (4) such defeasance or covenant defeasance shall not result in
a breach or violation of, or constitute a default under, any agreement or
instrument to which the Company is a party or by which it is bound if such
breach, violation or default would affect the validity of such defeasance or
covenant defeasance;

                  (5) in the case of an election under Section 13.02(a), the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (y) since the date of this Indenture there has been
a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss
for


<PAGE>   90
                                      -83-


Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
time as would have been the case if such defeasance had not occurred;

                  (6) in the case of an election under Section 13.02(b), the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for Federal income tax purposes as a result of such
covenant defeasance and will be subject to Federal income tax on the amounts, in
the same manner and at the same time as would have been the case if such
covenant defeasance had not occurred;

                  (7) such defeasance or covenant defeasance shall be affected
in compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01; and

                  (8) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided relating to defeasance of Securities under
this Indenture have been complied with.

                  "Discharged" means that the company shall be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Securities of such series and to have satisfied all the obligations
under this Indenture relating to the Securities of such series (and the Trustee,
upon the request of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of
Securities of such series to receive, from the trust fund described in clause
(1) above, payment of the principal of (and premium, if any) and interest on
such Securities when such payments are due, (B) the Company's obligations with
respect to the securities of such series under Sections 3.04, 3.05, 3.06 and
10.02, (C) this Article Thirteen and (D) the obligations of the Company to the
Trustee under Section 6.07, and the obligations of the Trustee under Section
4.02 and the last paragraph of Section 10.03.


<PAGE>   91
                                      -84-


                  "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, that, in either
case under clauses (i) or (ii), are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) or the Securities Act of 1933, as amended) as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any U.S. Government Obligation held by
such custodian for the account or the holder of a depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S.
Government Obligation evidenced by such depository receipt.

Section 13.03. Deposited Moneys and U.S. Government Obligations To be Held in
Trust.

                  Subject to the provisions of the last paragraph of Section
10.03, all moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 13.02 in respect of Securities of a series shall be held in
trust and applied by it, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(but not including the Company 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 for principal (and premium, if any) and interest, if any, but such
money need not be segregated from other funds except to the extent required by
law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the money or U.S.
Government Obligations deposited


<PAGE>   92
                                      -85-


pursuant to Section 13.02 or the principal and interest received in respect
thereof.

Section 13.04. Repayment to Company.

                  Notwithstanding anything in this Indenture to the contrary,
the Trustee and the Paying Agent shall promptly pay or return to the Company
upon Company Request any moneys or U.S. Government Obligations held by it
pursuant to Section 13.02 which, in the opinion of a nationally recognized firm
of independent accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would be
then required to be deposited to effect an equivalent defeasance.

                  The provisions of the last paragraph of Section 10.03 shall
apply to any money held by the Trustee or any Paying Agent under this Article
that remains unclaimed for two years after the Maturity of any Securities for
which money or U.S. Government Obligations have been deposited pursuant to
Section 13.02.

Section 13.05. Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with Section 13.02(a) or 13.02(b) by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Trustee or the Paying Agent, as
the case may be, shall at the Company's request return to the Company all such
money held by the Trustee or the Paying Agent and the Company's obligations
under the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Thirteen. If notwithstanding the
Trustee's and the Paying Agent's obligation to do so pursuant to the preceding
sentence of this Section, the money held by the Trustee or the Paying Agent is
not returned to the Company, such revival and reinstatement shall terminate at
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 13.02(a) or 13.02(b); and provided, further, that,
notwithstanding the Trustee's and the Paying Agent's obligation to do so, the
money held by the


<PAGE>   93
                                      -86-


Trustee or the Paying Agent is not returned to the Company, if the Company makes
any payment of principal of (and premium, if any) or interest on any such
Security following the reinstatement of its obligations, the Company 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.

                                ARTICLE FOURTEEN

                                    IMMUNITY

Section 14.01. Personal Immunity of Incorporators, Stockholders, Directors and
               Officers.

                  No recourse for the payment of the principal of or interest on
any Security, and no recourse under or upon any obligation, covenant or
agreement contained in this Indenture or in any indenture supplemental hereto,
or in any Security, or because of any indebtedness evidenced thereby, shall be
had against any incorporator, or against any past, present or future
stockholder, officer or director, as such, of the Company or any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the holders thereof and as part of the
consideration for the issue of the Securities. Each and every holder of the
Securities, by receiving and holding the same, agrees to the provisions of this
Section 14.01 and waives and releases any and all such recourse, claim and
liability.

                  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.



<PAGE>   94
                                      -87-


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

                                        ATLAS AIR, INC.


                                        By:
                                             -----------------------------------

Attest:

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

                                        STATE STREET BANK AND TRUST COMPANY,
                                        as Trustee


                                        By:
                                             -----------------------------------

Attest:

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



<PAGE>   95
                                      -88-


STATE OF           )
                   )  ss.:
COUNTY OF          )

                  On the ___ day of ________________, _____, before me
personally came __________________________, to me known, who, being by me duly
sworn, did depose and say that he is ___________ of Atlas Air, Inc., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.


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

<PAGE>   96
                                      -89-


STATE OF           )
                   )  ss.:
COUNTY OF          )

On the ___ day of _______________, _____, before me personally came
______________________, to me known, who, being by me duly sworn, did depose and
say that he is ____________________ of State Street Bank and Trust Company, one
of the corporations described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.


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




<PAGE>   97
                                      -90-


                                   SIGNATURES

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

                                        Atlas Air, Inc.
                                          as Issuer


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


                                        State Street Bank and Trust Company
                                          as Trustee


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