<PAGE>   1
                                                                     Exhibit 4.1








                       NATIONAL HEALTH INVESTORS, INC.




                                    INDENTURE


                          Dated as of November __, 2000


                      U.S. BANK TRUST NATIONAL ASSOCIATION
                                   AS TRUSTEE




                 Providing for Issuance of Securities in Series












<PAGE>   2

                              CROSS-REFERENCE TABLE

                         NATIONAL HEALTH INVESTORS, INC.

Trust Indenture
  Act Section                                        Indenture
---------------                                      ---------

ss.310(a)(1)                                         7.09
      (a)(2)                                         7.09
      (a)(3)                                         Not Applicable
      (a)(4)                                         Not Applicable
      (b)                                            7.08; 7.10; 13.02
      (c)                                            Not Applicable
ss.311(a)                                            7.13(a), 7.13(c)
      (b)                                            7.13(b), 7.13(c)
      (c)                                            Not Applicable
ss.312(a)                                            2.12
      (b)                                            12.03
      (c)                                            12.03
ss.313(a)                                            7.14
      (b)(1)                                         Not Applicable
      (b)(2)                                         7.14
      (c)                                            7.14; 13.02
      (d)                                            7.14
ss.314(a)                                            4.02; 13.02
      (b)                                            Not Applicable
      (c)(1)                                         12.04
      (c)(2)                                         12.04
      (c)(3)                                         Not Applicable
      (d)                                            Not Applicable
      (e)                                            12.05
      (f)                                            Not Applicable
ss.315(a)                                            7.01
      (b)                                            7.15, 13.02
      (c)                                            7.01
      (d)                                            7.01
      (e)                                            6.10
ss.316(a) (last sentence)                            13.06
      (a)(1)(A)                                      6.05
      (a)(1)(B)                                      6.04
      (a)(2)                                         Not Applicable
      (b)                                            6.06
ss.317(a)(1)                                         6.07
      (a)(2)                                         6.08
      (b)                                            2.05
ss.318(a)                                            11.01
---------------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture.




<PAGE>   3

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                                                                      Page
                                                                                      ----

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE
       <S>                  <C>                                                       <C>
       SECTION 1.01         Definitions..................................................1
       SECTION 1.02         Other Definitions............................................5
       SECTION 1.03         Incorporation by Reference to Trust Indenture Act............5
       SECTION 1.04         Rules of Construction........................................5

                                    ARTICLE 2
                                 THE SECURITIES

       SECTION 2.01         Forms Generally..............................................6
       SECTION 2.02         Amount Unlimited; Issuable in Series.........................6
       SECTION 2.03         Execution and Authentication.................................8
       SECTION 2.04         Registrar and Agents.........................................9
       SECTION 2.05         Paying Agent to Hold Money in Trust..........................9
       SECTION 2.06         Transfer and Exchange.......................................10
       SECTION 2.07         Replacement Securities......................................12
       SECTION 2.08         Outstanding Securities......................................12
       SECTION 2.09         Temporary Securities........................................12
       SECTION 2.10         Cancellation................................................13
       SECTION 2.11         Defaulted Interest..........................................13
       SECTION 2.12         Securityholder Lists........................................13
       SECTION 2.13         Persons Deemed Owners.......................................14
       SECTION 2.14         CUSIP Number................................................14
       SECTION 2.15         Provisions in Global Security...............................14

                                    ARTICLE 3
                                   REDEMPTION

       SECTION 3.01         Right of Redemption.........................................15
       SECTION 3.02         Selection of Securities to be Redeemed......................16
       SECTION 3.03         Notice of Redemption by the Company.........................16
       SECTION 3.04         Effect of Notice of Redemption..............................17
       SECTION 3.05         Deposit of Redemption Price.................................17
       SECTION 3.06         Securities Redeemed in Part.................................17
</TABLE>




<PAGE>   4

<TABLE>

                                         ARTICLE 4
                                         COVENANTS
       <S>                  <C>                                                       <C>
       SECTION 4.01         Payment of the Securities...................................17
       SECTION 4.02         Commission Reports..........................................18
       SECTION 4.03.        Waiver of Stay, Extension or Usury Laws.....................18
       SECTION 4.04         Notice of Default...........................................18
       SECTION 4.05         Compliance Certificates.....................................18
       SECTION 4.06         Limitation on Dividends and Other Distributions.............19

                                         ARTICLE 5
                                   SUCCESSOR CORPORATION

       SECTION 5.01         When Company May Merge. etc.................................19
       SECTION 5.02         Successor Corporation or Trust Substituted..................20

                                         ARTICLE 6
                                   DEFAULTS AND REMEDIES

       SECTION 6.01         Events of Default...........................................20
       SECTION 6.02         Acceleration................................................22
       SECTION 6.03         Other Remedies..............................................22
       SECTION 6.04         Waiver of Defaults and Events of Default....................23
       SECTION 6.05         Control by Majority.........................................23
       SECTION 6.06         Rights of Holders to Receive Payment........................23
       SECTION 6.07         Collection Suit by Trustee..................................23
       SECTION 6.08         Trustee May File Proofs of Claim............................24
       SECTION 6.09         Priorities..................................................24
       SECTION 6.10         Undertaking for Costs.......................................25
       SECTION 6.11         Limitations on Suits........................................25

                                         ARTICLE 7
                                          TRUSTEE

       SECTION 7.01         Duties and Responsibilities of Trustee......................26
       SECTION 7.02         Reliance on document, opinions, etc.........................27
       SECTION 7.03         No responsibility for recitals, etc.  ......................28
       SECTION 7.04         Trustee, paying agent or Debenture Registrar may own
                            Debentures..................................................29
       SECTION 7.05         Monies received by Trustee to be held in trust without
                            interest.  .................................................29
       SECTION 7.06         Compensation and Expenses of Trustee........................29
       SECTION 7.07         Right of Trustee to rely on Officers' Certificate where no
                            other evidence specifically prescribed......................30
       SECTION 7.08         Conflicting interest of Trustee.............................30
       SECTION 7.09         Requirements for eligibility of Trustee.....................30
</TABLE>




<PAGE>   5

<TABLE>

       <S>                  <C>                                                       <C>
       SECTION 7.10         Resignation or removal of Trustee...........................30
       SECTION 7.11         Acceptance by successor to Trustee; notice of succession of
                            a Trustee...................................................32
       SECTION 7.12         Successor to Trustee by merger, consolidation or
                            succession to business......................................33
       SECTION 7.13         Limitations on rights of Trustee as a Creditor.  ...........33
       SECTION 7.14         Reports by Trustee to Holders.  ............................33
       SECTION 7.15         Notice of Defaults. ........................................34

                                        ARTICLE 8
                          SATISFACTION AND DISCHARGE OF INDENTURE

       SECTION 8.01         Satisfaction, Discharge and Defeasance of the
                            Securities..................................................34
       SECTION 8.02         Satisfaction and Discharge of Indenture.....................35
       SECTION 8.03         Survival of Certain Obligations.............................35
       SECTION 8.04.        Application of Trust Money..................................36
       SECTION 8.05         Paying Agent to Repay Monies Held...........................36
       SECTION 8.06         Return of Unclaimed Monies..................................36
       SECTION 8.07         Reinstatement...............................................37

                                         ARTICLE 9
                                  SUPPLEMENTAL INDENTURES

       SECTION 9.01         Supplemental Indentures Without Consent of Holders..........37
       SECTION 9.02         Supplemental Indentures with Consent of Holders.............38
       SECTION 9.03         Compliance with Trust Indenture Act.........................39
       SECTION 9.04         Revocation and Effect of Consents...........................39
       SECTION 9 05         Notation on or Exchange of Securities.......................40
       SECTION 9.06         Effect of Supplemental Indentures...........................40
       SECTION 9.07         Reference in Securities to Supplemental Indentures..........40

                                        ARTICLE 10
                                 CONVERSION OF SECURITIES

       SECTION 10.01        Right of Conversion: Conversion Price.......................41
       SECTION 10.02.       Issuance of Shares on Conversion............................41
       SECTION 10.03        No Adjustment for Interest or Dividends.....................42
       SECTION 10.04        Adjustment of Conversion Price..............................43
       SECTION 10.05        Notice of Adjustment of Conversion Price....................45
       SECTION 10.06        Notice of Certain Corporate Action..........................46
       SECTION 10.07        Taxes on Conversions........................................47
       SECTION 10.08        Fractional Shares...........................................47
       SECTION 10.09        Cancellation of Concerted Securities........................47
       SECTION 10.10        Provisions in Case of Consolidation, Merger or Sale of
                            Assets......................................................47
</TABLE>




<PAGE>   6

<TABLE>

       <S>                  <C>                                                       <C>
       SECTION 10.11        Disclaimer by Trustee of Responsibility for Certain
                            Matters.....................................................48
       SECTION 10.12        Covenant to Reserve Shares..................................48

                                        ARTICLE 11
                                SUBORDINATION; SENIORITY

       SECTION 11.01        Securities Subordinated to Senior Indebtedness..............49
       SECTION 11.02        Company Not to Make Payments with Respect to Junior
                            Securities in Certain Circumstances.........................50
       SECTION 11.03        Subrogation of Junior Securities............................52
       SECTION 11.04        Authorization by Holders of Junior Securities...............53
       SECTION 11.05        Notices to Trustee..........................................53
       SECTION 11.06        Trustee's Relation to Senior Indebtedness...................54
       SECTION 11.07        No Impairment of Subordination..............................54
       SECTION 11.08        Article 11 Not To Prevent Events of Default.................54
       SECTION 11.09        Paying Agents other than the Trustee........................55
       SECTION 11.10        Securities Senior to Subordinated Indebtedness..............55

                                        ARTICLE 12
                                       SINKING FUND

       SECTION 12.01        Mandatory and Optional Sinking Fund Payments................55
       SECTION 12.02        Satisfaction of Sinking Fund Payments with Securities.......55
       SECTION 12.03        Redemption of Securities for Sinking Funds..................56

                                        ARTICLE 13
                                       MISCELLANEOUS

       SECTION 13.01        Trust Indenture Act Controls................................56
       SECTION 13.02        Notices.....................................................57
       SECTION 13.03        Communications by Holders with Other Holders................58
       SECTION 13.04        Certificate and Opinion as to Conditions Precedent..........58
       SECTION 13.05        Statements Required in Certificate and Opinion..............58
       SECTION 13.06        Rules by Trustee and Agents.................................59
       SECTION 13.07        Record Date.................................................59
       SECTION 13.08        Legal Holidays..............................................59
       SECTION 13.09        Governing Law...............................................59
       SECTION 13.10        No Adverse Interpretation of Other Agreements...............59
       SECTION 13.11        No Recourse Against Others..................................59
       SECTION 13.12        Successors..................................................60
       SECTION 13.13        Multiple Counterparts.......................................60
       SECTION 13.14        Table of Contents, Headings etc.............................60
       SECTION 13.15        Severability................................................60
</TABLE>




<PAGE>   7

         INDENTURE dated as of November __, 2000 between National Health
Investors, Inc. a Maryland corporation ("Company"), and U.S. Bank Trust National
Association, a national banking association ("Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its securities (hereinafter called the
"Securities") evidencing its unsecured indebtedness, to be issued in one or more
fully registered series.

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

         To set forth or to provide for the establishment of the terms and
conditions upon which the Securities are and are to be authenticated, issued and
delivered, and in consideration of the premises and the purchase of Securities
by the Holders thereof, it is mutually covenanted and agreed as follows, for the
equal and proportionate benefit of all Holders of the Securities or of a series
thereof, as the case may be:

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01       Definitions.

         "Affiliate" means any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
the purposes of this definition, "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with"), as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities or by agreement
or otherwise.

         "Agent" means any Registrar, Paying Agent, Conversion Agent,
co-registrar or agent for service of notices and demands.

         "Bankruptcy Law" means Title 11 of the U.S. Code or any similar Federal
or State law for the relief of debtors.

         "Board of Directors of the Company" means the Board of Directors of the
Company or any committee of the Board.

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




                                        1
<PAGE>   8

delivered to the Trustee.

         "Business Day" means a day that is not a Legal Holiday.

         "Capital Stock" means any and all shares or other equivalents (however
designated) of capital stock, including all common stock and all preferred
stock.

         "Closing Price" means with respect to the shares of common stock of the
Company on any day, (i) the last reported sales price regular way or, in case no
such reported sale takes place on such day, the average of the reported closing
bid and asked prices regular way, in either case on the New York Stock Exchange,
or (ii) if the shares of common stock are not listed or admitted to trading on
the New York Stock Exchange, the last reported sales price regular way, or in
case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, on the principal national securities
exchange on which the shares of common stock are listed or admitted to trading,
or (iii) if the shares of common stock are not listed or admitted to trading on
any national securities exchange, the average of the closing bid and asked
prices as furnished by any New York Stock Exchange member firm selected from
time to time by the Company for that purpose.

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

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 180 East 5th Street, St. Paul Minnesota 55101 Attention Corporate Trust
Administration.

         "Custodian" means any receiver, trustee, liquidator or similar official
under any Bankruptcy Law.

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

         "Depositary" means, with respect to the Securities of any series issued
in whole or in part in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to Section 2.02 until a successor Depositary
shall have become such pursuant to the applicable procedures of this Indenture,
and thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one Depository with
respect to the Securities of any such series, "Depositary" shall mean the
Depositary with respect to the Securities of that series.

         "Dollar" or "$" means the lawful money of the United States of America.




                                        2
<PAGE>   9

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

         "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

         "Indebtedness," as applied to any Person, means, without duplication
(i) all indebtedness for borrowed money whether or not evidenced by a promissory
note, draft or similar instrument, (ii) that portion of obligations with respect
to leases that is properly classified as a liability on a balance sheet in
accordance with generally accepted accounting principles, (iii) notes payable
and drafts accepted representing extensions of credit, (iv) any balance owed for
all or any part of the deferred purchase price of property or services, which
purchase price is due more than six months from the date of incurrence of the
obligation in respect thereof (except any such balance that constitutes (a) a
trade payable or an accrued liability arising in the ordinary course of business
or (b) a trade draft or note payable issued in the ordinary course of business
in connection with the purchase of goods or services), if and to the extent such
debt would appear as a liability upon a balance sheet of such Person prepared in
accordance with generally accepted accounting principles, and (v) any deferral,
amendment, renewal, extension, supplement or refunding of any of the foregoing
indebtedness; provided, however, that, in computing the "Indebtedness" of any
Person, there shall be excluded any particular indebtedness if, upon or prior to
the maturity thereof and at the time of determination of such indebtedness,
there shall have been deposited with a depository in trust money (or evidences
of indebtedness if permitted by the instrument creating such indebtedness) in
the necessary amount to pay, redeem or satisfy such indebtedness as it becomes
due, and the amount so deposited shall not be included in any computation of the
assets of such Person.

         "Indenture" means this Indenture as originally executed or, if amended
or supplemented as provided in Article 9, as amended or supplemented from time
to time.

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

         "Officers' Certificate" means a certificate signed by two Officers or
by an Officer and an Assistant Treasurer, Assistant Secretary or Assistant
Controller of the Company. See Sections 13.04 and 13.05.

         "Opinion of Counsel" means a written opinion from Harwell Howard Hyne
Gabbert & Manner, P.C. or any other legal counsel who is reasonably acceptable
to the Trustee. The counsel may be an employee of or counsel to the Company or
the Trustee. See Sections 13.04 and 13.05.




                                        3
<PAGE>   10

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

         "Principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

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

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price fixed for such redemption pursuant to this Indenture
as specified in such Security.

         "Senior Indebtedness" means the principal, premium, if any, and unpaid
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-filing interest is allowed in such proceeding), fees, charges,
expenses, reimbursement and indemnification obligations, and all other amounts
payable under or in respect of Indebtedness of the Company for money borrowed,
whether any such Indebtedness exists as of the date of this Indenture or shall
hereafter be created, incurred, assumed or guaranteed.

         "Subordinated Indebtedness" means the principal, premium, if any, and
interest on any Indebtedness of the Company which by its terms is expressly
subordinated in right of payment to the Securities.

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

         "United States" means the United States of America.










                                        4
<PAGE>   11

SECTION 1.02      Other Definitions.

              Term                              Defined in Section
              ----                              ------------------

              "Conversion Agent"                       2.04
              "Current Market Price"                   10.04
              "Event of Default"                       6.01
              "Legal Holiday"                          13.08
              "Paying Agent"                           2.04
              "Registrar"                              2.04
              "Rule 13e-3 Transaction"                 10.06
              "U.S. Government Obligations"            8.01

SECTION 1.03      Incorporation by Reference to Trust Indenture Act.

         Whenever this Indenture refers to a provision of the Trust Indenture
Act of 1939 (the "TIA"), the provision is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have
the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Securities.

         "indenture security holder" means a Securityholder.

         "indenture to be qualified" means this Indenture.

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

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

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rules have
the meanings assigned to them therein.

SECTION 1.04      Rules of Construction.

         Unless the context otherwise requires:

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

                  (2)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with United States generally
         accepted accounting principles in effect as of the time as to which
         such accounting principles are to be applied;




                                        5
<PAGE>   12

                  (3)      "or" is not exclusive; and

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

                                    ARTICLE 2

                                 THE SECURITIES

SECTION 2.01      Forms Generally.

         The Securities of each series shall be in substantially the form
(including any global form that is not inconsistent with this Indenture) as
shall be established from time to time by or pursuant to a Board Resolution or
in one or more indentures supplemental hereto, in each case with such variations
as are required or permitted by this Indenture (including such other provisions
as are necessary to reflect the global form of any Security, and the designation
of a Depositary for such Global Security) and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with any rules
of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities as evidenced by their
execution of the Securities.

SECTION 2.02      Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth 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 all other
         Securities);

                  (2)      the limit, if any, 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 the transfer of, or in exchange for, or
         in lieu of, other Securities of the series pursuant to this Indenture);

                  (3)      the date or dates on which the principal of (and
         premium, if any, on) the Securities of the series is payable;




                                        6
<PAGE>   13

                  (4)      the rate or rates, if any, at which the Securities of
         the series shall bear interest (or the method of determining such rate
         or rates), the date or dates from which such interest shall accrue,
         date or dates on which such interest shall be payable and the record
         date or dates for the interest payable;

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

                  (6)      the period or periods within which or the date or
         dates on which, if any, 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;

                  (7)      the obligation, if any, of the Company to redeem,
         repay or purchase Securities of the series pursuant to any sinking fund
         or analogous provisions or at the option of a Securityholder thereof
         and the period or periods within which, the price or prices at which
         and the terms and conditions upon which Securities of the series shall
         be redeemed, repaid or repurchased, in whole or in part, pursuant to
         such obligation;

                  (8)      the price at which Securities of any one series are
         or may be converted into shares of beneficial interest of the Company;

                  (9)      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;

                  (10)     whether any Securities of the series are to be issued
         in whole or in part in the form of one or more Global Securities and,
         if so, the Depositary for such Global Security or Securities (which
         Depositary shall be, if then required by applicable law or regulation,
         a clearing agency registered under the Securities Exchange Act of 1934,
         as amended, and any other applicable statute or regulation) and whether
         beneficial owners of interests in such Global Security or Securities
         may exchange such interests for Securities of such series and any
         authorized form and denomination of such Securities and the
         circumstances under which any such exchanges may occur (if other than
         in the manner provided in Section 2.06);

                  (11)     the identity of each Paying Agent, Conversion Agent
         and Registrar (each as defined in Section 2.04) for the Securities of
         such series; and




                                        7
<PAGE>   14

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

         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 such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

         If any of the terms of a series of Securities 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 to the
Trustee of the Officers' Certificate or supplemental indenture setting forth
the terms of the series.

SECTION 2.03      Execution and Authentication.

         Two Officers shall sign the Securities for the Company by manual or
facsimile signature. The Company's seal shall be impressed, affixed, imprinted
or reproduced on the Securities and may be in facsimile form.

         If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall
nevertheless be valid.

         A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. Such signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

         The Trustee shall authenticate Securities for original issue upon
written order or orders of the Company signed by two Officers or by an Officer
and an Assistant Treasurer of the Company (a "Company Order").

         The Trustee may appoint an authenticating agent to authenticate
Securities. An authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate.

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

         The Trustee shall inform the Depositary with respect to the Securities
of any series that the Trustee has endorsed pursuant to the provisions of
Section 2.15.



                                       8

<PAGE>   15

SECTION 2.04      Registrar and Agents.

         The Company shall maintain an office or agency where Securities of any
series may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities of any series may be
presented for payment ("Paying Agent"), an office or agency where Securities of
any series may be presented for conversion ("Conversion Agent") and an office
or agency where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Registrar shall keep a
register of the Securities of each series and of their transfer and exchange.
The Company may have one or more co-registrars, one or more additional Paying
Agents and one or more additional Conversion Agents. The Company or any
Subsidiary may act as Paying Agent and/or Conversion Agent. The term "Paying
Agent" includes any additional paying agent and the term "Conversion Agent
includes any additional conversion agent.

         The Company may change any Paying Agent, Registrar, Conversion Agent
or Co-Registrar on sixty (60) days' prior written notice to the Trustee. The
Company shall notify the Trustee in writing of the name and address of any such
Agent. If the Company fails to maintain a Registrar, Paying Agent, Conversion
Agent or agent for service of notices and demands, or fails to give the
foregoing notice, the Trustee shall act as such.

         The Company and the Trustee initially appoint the Trustee as
Registrar, Paying Agent, Conversion Agent and agent for service of notices and
demands.


SECTION 2.05      Paying Agent to Hold Money in Trust.

         Prior to each due date of the principal of, premium if any, and
interest on any Securities of any series, the Company shall deposit with each
Paying Agent a sum sufficient to pay such principal, premium, if any, and
interest so becoming due. The Company shall require each Paying Agent other
than the Trustee to agree in writing that it will hold in trust for the benefit
of Holders of Securities of any series or the Trustee all money held by the
Paying Agent for the payment of principal of, premium if any, or interest on
the Securities of such series and to notify the Trustee immediately in writing
of any default by the Company (or any other obligor on the Securities of such
series) in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it shall on or before each due date of the principal of, premium,
if any, or interest on any Securities of any series segregate the money and
hold it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and the Trustee may at any
time during the continuance of any payment default, upon written request to a
Paying Agent, require such Paying Agent to forthwith pay to the Trustee all
sums so held in trust by such Paying Agent. Upon doing so, the Paying Agent
(other than the Company or a Subsidiary thereof) shall have no further
liability for the money.



                                       9

<PAGE>   16

SECTION 2.06      Transfer and Exchange.

         When a Security of any series is presented to the Registrar or a
co-registrar with a request to register the transfer, the Registrar or
co-registrar shall register the transfer as requested and when Securities of
any series are presented to the Registrar or a co-registrar with a request to
exchange them for a like aggregate principal amount of Securities of such
series in other authorized denominations, the Registrar shall make the exchange
as requested, provided that every Security presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Registrar duly executed by the Holder thereof or his attorney-in-fact duly
authorized in writing. To permit registrations of transfers and exchanges, the
Company shall issue and the Trustee or any authenticating agent shall
authenticate Securities of such series at the Registrar's or co-registrar's
written request. 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
relation thereto, but this provision shall not apply to any exchange pursuant
to Section 2.09, 3.06, 9.05 or 10.02 not involving any transfer.

         The Registrar 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 any selection of Securities
of such series for redemption under Section 3.02 and ending at the close of
business on the day of selection, (ii) to register the transfer or exchange of
any Security of any series so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part, or (iii)
to register the transfer or exchange of any Securities of any series during a
period beginning at the opening of business 15 days before the day of any
selection of Securities of such series for redemption under Section 3.02 and
ending at the close of business on the day interest is to be paid on Securities
of such series.

         If at any time the Depositary for any Securities of a series issued in
the form of one or more Global Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for the Securities of such series shall no longer be
eligible under Section 2.02 of this Indenture, the Company shall appoint a
successor Depositary with respect to such Securities. If a successor Depositary
for such Securities is not appointed by the Company within ninety (90) days
after the Company receives such notice or becomes aware of such ineligibility,
the Company's election to issue Global Securities pursuant to Section 2.02
shall no longer be effective with respect to such Securities and the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form, in
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities in exchange for such
Global Security or Securities.



                                       10

<PAGE>   17

         The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or
Securities. The Company shall notify the Depositary and the Trustee of the date
and time of such exchange in a Company Order. The Depositary shall surrender
the Global Securities to the Trustee as the Company's agent for such purpose as
shall be specified in the Company Order. The Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver Securities
of such series in definitive form, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities in exchange for such Global Security or Securities.

         Unless and until a Global Security is exchanged in whole or in part
for Securities in definitive form in accordance with the provisions of this
Indenture, a Global Security may not be transferred, except as a whole, by the
Depositary to a nominee of such Depositary or by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor of such Depositary or nominee. Unless
otherwise provided as contemplated by Section 2.02 of this Indenture, the
Depositary may not sell, assign, transfer or otherwise convey any beneficial
interest in a Global Security evidencing all or part of the Securities of such
series unless such beneficial interest is in an amount equal to an authorized
denomination for Securities of such series.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 2.02 of this Indenture, any Global Security shall be
exchangeable only as provided in this paragraph. If the owners of beneficial
interests in a Global Security of any series are entitled to exchange such
interests for Securities of such series, as may be specified in accordance with
Section 2.02 of this Indenture, then without unnecessary delay upon receipt of
notice therefrom so specified as contemplated by Section 2.02 of this Indenture
but in any event not later than one business day prior to the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities of such series, in authorized denominations, and
in aggregate principal amount equal to the principal amount of such Global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such Global Security shall be surrendered by the
Depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company's agent for such purpose, to be exchanged, in whole
or from time to time in part, for definitive Securities of such series, without
charge, and the Trustee shall authenticate and deliver, in exchange for each
portion of such Global Securities, a like aggregate principal amount of
definitive Securities of the same series in authorized denominations as the
portion of such Global Securities to be so exchanged; provided, however, that
no such exchanges may occur for a period of 15 days immediately preceding the
date notice is received by the Company requesting such changes.



                                       11

<PAGE>   18

SECTION 2.07      Replacement Securities.

         If a mutilated Security of any series is surrendered to the Trustee or
if the Holder of a Security of any series presents evidence to the satisfaction
of the Company and the Trustee that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security of such series if the requirements of the Trustee and the
Company are met. An indemnity bond may be required by the Company or the
Trustee that is sufficient in the judgment of the Company to protect the
Company and is sufficient in the judgment of the Trustee to protect the Trustee
or any Agent from any loss which it may suffer if a Security of such series is
replaced. The Company may charge for its expense in replacing a Security.

SECTION 2.08      Outstanding Securities.

         Securities of any series outstanding at any time are all Securities of
such series authenticated by the Trustee except for those cancelled by it,
those delivered to it for cancellation and those described in this Section 2.08
as not outstanding.

         If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         If the Paying Agent (other than the Company or a Subsidiary) holds on
a Redemption Date or maturity date money deposited with it by or on behalf of
the Company sufficient to pay the principal of and accrued interest on
Securities of any series payable on that date, then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue.

         A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.

SECTION 2.09      Temporary Securities.

         Until definitive Securities of any series are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities of
such series. Temporary Securities of any series shall be substantially in the
form of definitive Securities of such series but may have non-material
variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities of any series in exchange for temporary
Securities of such series upon written order of the Company signed by two
Officers. Until so exchanged, temporary Securities of any series represent the
same rights as definitive Securities of such series. Upon request of the
Trustee, the Company shall provide a certificate to the effect that the
temporary Securities of any series meet the requirements of the second sentence
of this Section 2.09.



                                       12

<PAGE>   19

SECTION 2.10      Cancellation.

         The Company at any time may deliver Securities of any series to the
Trustee for cancellation. The Registrar, the Paying Agent and the Conversion
Agent shall forward to the Trustee any Securities surrendered to them for
transfer, exchange, payment or conversion. The Trustee shall cancel all
Securities surrendered for transfer, exchange, payment or conversion and
destroy cancelled Securities in accordance with its customary destruction
procedures and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee in writing prior to such destruction to deliver
cancelled Securities to the Company. Subject to Sections 2.07, 3.06 and the
second paragraph of Section 10.02, the Company may not issue Securities to
replace Securities that it has previously paid or delivered to the Trustee for
cancellation or that a Securityholder has converted pursuant to Article 10
hereof.

SECTION 2.11      Defaulted Interest.

         If the Company defaults in a payment of interest on Securities of any
series, it shall pay the defaulted interest to the Persons who are Holders of
the Securities of such series on a subsequent special record date. After the
deposit by the Company with the Trustee of money sufficient to pay such
defaulted interest, the Trustee shall fix the record date and payment date.
Each such special record date shall be not less than 10 days prior to such
payment date. Each such payment date shall be not more than 60 days after the
deposit by the Company of money to pay the defaulted interest. At least 15 days
before the special record date, the Company shall mail to each Holder of a
Security of such series a notice that states the special record date, the
payment date, and the amount of defaulted interest to be paid. The Company may
pay defaulted interest in any other lawful manner if, after prior notice to the
Trustee, such payment shall be deemed operationally practicable by the Trustee.

SECTION 2.12      Securityholder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of Securities of each series. If the Trustee is not the Registrar, the
Company or other obligor, if any, shall furnish to the Trustee at least seven
Business Days prior to each semiannual interest payment date and at such other
times as the Trustee may request in writing a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Holders of Securities of each series upon which the Trustee may conclusively
rely. The Trustee may destroy any such list upon receipt of a replacement list.
The Paying Agent will solicit from each Securityholder a certification of
social security number or taxpayer identification number in accordance with its
customary practice and as required by law, unless the Paying Agent is in
possession of such certification. Each Paying Agent is authorized to impose
back-up withholding with respect to payments to be made to Securityholders to
the extent required by law.



                                       13

<PAGE>   20

SECTION 2.13      Persons Deemed Owners.

         Prior to presentment of a Security of any series 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 is registered as the owner of
such Security and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.

SECTION 2.14      CUSIP Number.

         The Company may use a "CUSIP" number when issuing Securities of any
series, and if so, the Trustee may use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of Securities of such
series; provided that any such notice may state that no representation is made
as to the correctness or accuracy of the CUSIP number printed in the notice or
on the Securities, and that reliance may be placed only on the other
identification numbers printed on the Securities.

SECTION 2.15      Provisions in Global Security.

         (a)      If Securities of a series are issuable in whole or in part as
Global Securities, as may be specified in accordance with Section 2.02 of this
Indenture, then in accordance with any such Global Security, such Global
Security may represent such of the outstanding Securities of such series as
shall be specified therein and may also provide that it represents the
aggregate principal amount of outstanding Securities from time to time endorsed
thereon and that the aggregate principal amount of outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges.
Global Securities may be permanent or temporary. Any endorsement of a Global
Security to reflect the amount, or any increase or decrease in the principal
amount, of outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such Person or Persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee and the Depositary pursuant to Section 2.03 or Section 2.09. Subject to
the provisions of Section 2.03 and, if applicable, Section 2.09, the Depositary
shall deliver and redeliver any permanent Global Security in the manner and
upon written instructions given by the Person or Persons specified therein or
in the applicable Company Order.

         (b)      Notwithstanding the other provisions of this Indenture,
unless otherwise specified in accordance with Section 2.02, payment of
principal (and premium, if any) and interest, if any, on any permanent Global
Securities shall be made directly to owners of beneficial interest of such
Global Security.

         (c)      Notwithstanding the provisions of Section 2.13 of this
Indenture, the Company, the Trustee and any agent of the Company or the Trustee
shall treat the owners of beneficial interest of such Global Security as the
Holders of such principal amounts of outstanding Securities represented by a
Global Security as shall be



                                       14

<PAGE>   21

specified in writing by the Depositary and delivered to the Company and the
Trustee with respect to such Global Security only for purposes of obtaining any
consents or directions required to be given by the Holders pursuant to this
such Indenture.

         (d)      Unless otherwise provided as contemplated by Section 2.02, a
Global Security of any series shall provide, in addition to the provisions
established pursuant to Sections 2.01, 2.02 and 2.15(a) through (c), that the
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in such Global Security unless such beneficial interest is in an
amount equal to an authorized denomination for Securities of such series, and
the Depository, by accepting such Global Security, agrees to be bound by such
provision. Any Global Security shall also contain such other provisions as are
necessary to reflect the global form of such Security and the designation of a
Depository for such Global Security.

                                   ARTICLE 3

                                   REDEMPTION

SECTION 3.01      Right of Redemption.

         (a)      The Company may, at its option, redeem Securities of any
series as permitted or required by the terms of such Securities, which
redemption shall be made in accordance with the terms of such Securities and
this Article. The Company may also redeem the Securities of any series, in
whole or from time to time in part, at any time in order to protect the
Company's status as a real estate investment trust ("REIT"), at the option of
the Company at a redemption price equal to 100% of the principal amount plus
accrued and unpaid interest to the date of redemption. Notwithstanding any
other provision of this Article 3, with respect to redemptions to protect the
Company's status as a REIT, the Securities of any series will be immediately
redeemable, at the option of and upon notice by the Company to the extent
deemed sufficient in the opinion of the Board of Directors of the Company to
prevent the Holder of such Securities (or any other Person having an interest
therein if the Securities were thereupon converted) from being deemed to own
shares of beneficial interest in excess of the limits prescribed in Article
Ninth of the Company's Charter. The election of the Company to redeem any
Securities pursuant to this Section shall be evidenced by a Board Resolution.
The Company shall, at least 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and, in the case of any redemption at the
election of the Company of less than all the Securities of any series, of the
principal amount of Securities of that series to be redeemed.

         (b)      If the Company wants to redeem the Securities of any series
pursuant to the redemption provisions of the Securities of such series, it
shall notify the Trustee of the Redemption Date and the principal amount of
Securities of such series to be redeemed. The notice shall be in writing and
accompanied by an Officers' Certificate



                                       15

<PAGE>   22

stating that the redemption complies with the provisions of this Indenture and
the provisions of the applicable Board Resolution, if any, and in the
Securities of such series.

         The Company shall give each notice provided for in this Section 3.01
in writing and at least 45 but not more than 90 days before the Redemption Date
or such other period as the Company and the Trustee may agree.

SECTION 3.02      Selection of Securities to be Redeemed.

         If any part of a series of Securities is to be redeemed, the Trustee
shall select the Securities of such series to be redeemed pro rata or by lot or
by any other method that the Trustee considers fair and appropriate under the
circumstances. The Trustee shall promptly notify the Company of the Securities
of such series to be so called for redemption. The Trustee shall make the
selection from Securities of such series outstanding and not previously called
for redemption. The Trustee may select for redemption portions of the principal
of Securities that have denominations larger than $1,000 principal amount.
Securities and portions of them it selects shall be in principal amounts of
$1,000 or multiples thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called
for redemption. The Trustee's selection of Securities for redemption by any
method authorized by this Section 3.02 shall be conclusively deemed reasonable.

SECTION 3.03      Notice of Redemption by the Company.

         At least 30 days but not more than 60 days before a Redemption Date
with respect to Securities of any series, the Company shall mail a notice of
redemption by first-class mail to each Holder of Securities of such series to
be redeemed.

         The notice shall identify the Securities to be redeemed and shall
state:

         (1)      the Redemption Date;

         (2)      the Redemption Price;

         (3)      the name and address of the Paying Agent and the Conversion
                  Agent;

         (4)      that Securities called for redemption must be surrendered to
                  the Paying Agent to collect the redemption price;

         (5)      that interest on Securities called for redemption ceases to
                  accrue on and after the Redemption Date;

         (6)      if any Security is being redeemed in part, the portion of the
                  principal amount of such Security to be redeemed and that,
                  after the Redemption



                                       16

<PAGE>   23

                  Date, upon surrender of such Security, a new Security or
                  Securities of the same series in principal amount equal to
                  the unredeemed portion thereof will be issued; and

         (7)      any conversion rights with respect to the Securities and the
                  applicable procedures required to be followed in connection
                  with a conversion of Securities.

         At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. If a CUSIP
number is listed in such notice or printed on the Security, the notice shall
state that no representation is made as to the correctness or accuracy of such
CUSIP number.

SECTION 3.04      Effect of Notice of Redemption.

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the applicable Redemption Date and at the applicable
Redemption Price. Upon surrender to the Paying Agent, such Securities shall be
paid at the Redemption Price, plus accrued interest to the Redemption Date.

SECTION 3.05      Deposit of Redemption Price.

         On or before the Redemption Date with respect to any series of
Securities, the Company shall deposit with the Paying Agent (or if the Company
or a Subsidiary is the Paying Agent, shall segregate and hold in trust or cause
such Subsidiary to segregate and hold in trust) in immediately available funds
money sufficient to pay the Redemption Price of and accrued interest on all
Securities of such series to be redeemed on that date. The Trustee or the
Paying Agent shall return to the Company any money so received not required for
that purpose.

SECTION 3.06      Securities Redeemed in Part.

         Upon surrender of a Security of any series that is redeemed in part,
the Trustee shall authenticate for the Holder, at the expense of the Company, a
new Security of such series equal in principal amount to the unredeemed portion
of the Security surrendered. If a Global Security is so surrendered, such new
Security so issued shall be a new Global Security.


                                   ARTICLE 4

                                   COVENANTS

SECTION 4.01      Payment of the Securities.



                                       17

<PAGE>   24

         The Company shall pay the principal of, premium, if any, and interest
on the Securities of any series on the dates and in the manner provided in the
Securities of such series and this Indenture. An installment of principal,
premium, if any, or interest shall be considered paid on the date it is due if
the Trustee or Paying Agent (other than the Company or a Subsidiary) holds on
that date money designated for and sufficient to pay the installment. The
Company shall pay interest on overdue principal and premium, if any, at the
rate borne by the Security; it shall pay interest, including post-petition
interest in the event of a proceeding under the Bankruptcy Laws, on overdue
installments of interest at the same rate to the extent lawful.

SECTION 4.02      Commission Reports.

         The Company shall file with the Trustee, promptly after it files them
with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) which the Company is
required to file with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended. The Company shall also comply with
the other provisions of TIA ss. 314(a).

SECTION 4.03.     Waiver of Stay, Extension or Usury Laws.

         The Company expressly waives (to the extent that it may lawfully do
so) any stay or extension law or any usury law or other law that would prohibit
or forgive the Company from paying all or any portion of the principal of
(premium, if any) or interest on Securities of any series as contemplated
herein, wherever enacted, now or at any time hereafter in force, or that may
affect the covenants or the performance of this Indenture.

SECTION 4.04      Notice of Default.

         The Company will, so long as any Securities of any series are
outstanding, deliver to the Trustee, within 10 days of becoming aware of any
Default or Event of Default in the performance of any covenant, agreement or
condition in this Indenture, an Officers' Certificate specifying such Default
or Event of Default.

SECTION 4.05      Compliance Certificates.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company (which as of the date hereof is December
31), a written statement signed by the President or a Vice President and by the
Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller of
the Company, stating, as to each signer thereof, that

         (1)      a review of the activities of the Company during
such year and of performance under this Indenture has been made under his
supervision and



                                       18

<PAGE>   25

         (2)      to the best of his knowledge, based on such review, the
Company has kept, observed, performed and fulfilled in all material respects
each and every condition and covenant contained in this Indenture throughout
such year, or, if there has been a default in the fulfillment of any such
condition or covenant, specifying each such default known to him and the nature
and status thereof.

         The Company will give the Trustee written notice of a change in the
fiscal year of the Company, within a reasonable time after such change is
effected.

SECTION 4.06      Limitation on Dividends and Other Distributions.

         The Company will not declare or pay any dividends or make any
distribution to holders of its Capital Stock (other than dividends or
distributions payable in Capital Stock of the Company), or purchase, redeem or
otherwise acquire or retire for value any of its Capital Stock or permit any
Subsidiary to purchase, redeem or otherwise acquire or retire for value any of
the Company's Capital Stock if at the time of any of the aforementioned actions
an Event of Default has occurred and is continuing or would exist immediately
after giving effect to such action.

         Notwithstanding the foregoing, the provisions of this Section 4.06
will not prevent (i) the payment of any dividend within 60 days after the date
of declaration when the payment would have complied with the foregoing
provisions on the date of declaration; (ii) the retirement of any share of the
Company's Capital Stock by exchange for, or out of the proceeds of the
substantially concurrent sale (other than to a Subsidiary) of other shares of
its Capital Stock; or (iii) the payment of a dividend or distribution in such
amount as may be necessary to maintain the Company's status as a "real estate
investment trust" as required by Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended, provided that the Company has furnished an
Opinion of Counsel with the Trustee specifying the amount of the dividend or
distribution required to maintain such status.


                                   ARTICLE 5

                             SUCCESSOR CORPORATION

SECTION 5.01      When Company May Merge. etc.

         The Company shall not consolidate with or merge into, or transfer all
or substantially all of its assets to, another Person in any transaction in
which the Company is not the continuing or surviving entity unless (i) the
resulting, surviving or transferee Person is a corporation or trust which
assumes by supplemental indenture all the obligations of the Company under the
Securities of each series and this Indenture; (ii) such corporation or trust is
organized and existing under the laws of the United States, a State thereof or
the District of Columbia although it in turn may be owned by a foreign entity;
(iii) immediately after giving effect to such transaction no Default or Event



                                       19

<PAGE>   26

of Default shall have happened and be continuing, and the Officers' Certificate
referred to in the following clause reflects that such Officers are not aware
of any such Default or Event of Default that shall have happened and be
continuing, and (iv) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture comply with
this Indenture, and thereafter all obligations of the Company shall terminate.

SECTION 5.02      Successor Corporation or Trust Substituted.

         Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.01,
the successor corporation or trust formed by such consolidation or into which
the Company is merged or to which such transfer is made shall succeed to, and
be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation or
trust has been named as the Company herein.


                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

SECTION 6.01      Events of Default.

         An "Event of Default" occurs if, with respect to any series of
Securities:

                  (1)      the Company defaults in the payment of interest on
         any Security of such series when the same becomes due and payable and
         the default continues for a period of 30 days;

                  (2)      the Company defaults in the payment of the principal
         of (and premium, if any, on) any Security of such series when the same
         becomes due and payable at maturity, upon redemption or otherwise, and
         the default continues for five Business Days;

                  (3)      the Company fails to comply with any of its other
         agreements in the Securities of such series or this Indenture and the
         default continues for the period and after the notice specified in the
         last paragraph of this Section 6.01;

                  (4)      there shall be a default under any bond, debenture,
         note or other evidence of Indebtedness or under any mortgage,
         indenture or other instrument under which there may be issued or by
         which there may be secured or evidenced any Indebtedness of the
         Company or any Subsidiary, whether any such Indebtedness now exists or
         shall hereafter be created, if (a) either (i) such event of default
         results from the failure to pay any such Indebtedness at maturity or
         (ii) as a result of such event of default, the maturity of such
         Indebtedness has



                                       20

<PAGE>   27

         been accelerated prior to its expressed maturity, provided that any
         such failure to pay shall not be cured and any such acceleration shall
         not be rescinded or annulled or the accelerated amount paid within ten
         days after notice to the Company of such failure to pay or
         acceleration, or such Indebtedness having been discharged and (b) the
         principal amount of such Indebtedness, together with the principal
         amount of any other such Indebtedness in default for failure to pay
         principal or interest thereon, or the maturity of which has been so
         accelerated, aggregates $5,000,000 or more;

                  (5)      the Company pursuant to or within the meaning of any
         Bankruptcy Law:

                           (A)      commences a voluntary case or proceeding,

                           (B)      consents to the entry of an order for
                                    relief against it in an involuntary case or
                                    proceeding,

                           (C)      consents to the appointment of a Custodian
                                    of it or for all or substantially all of
                                    its property, or

                           (D)      makes a general assignment for the benefit
                                    of its creditors; or

                  (6)      a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A)      is for relief against the Company in an
                                    involuntary case or proceeding,

                           (B)      appoints a Custodian of the Company or for
                                    all or substantially all of its property,
                                    or

                           (C)      orders the liquidation of the Company,

         and the order or decree remains unstayed and in effect for 90 days;

         provided, however, that a default under this Section 6.01 is not an
         Event of Default with respect to any series of Securities if a
         specified event is either applicable to a particular series or it is
         specifically deleted or modified in the supplemental indenture
         creating such series of Securities or in the form of Security for such
         series.

         A Default under clause (3) is not an Event of Default with respect to
any series of Securities until the Trustee notifies the Company, or the Holders
of a majority in principal amount of the Securities of such series then
outstanding notify the Company



                                       21

<PAGE>   28

and the Trustee in writing, of the default and the Company does not cure the
default within 60 days after receipt of such notice. The notice must specify
the default, demand that it be remedied and state that the notice is deemed to
be a certification by the Trustee as to whether an Event of Default has
occurred.

SECTION 6.02      Acceleration.

         If an Event of Default occurs and is continuing with respect to any
series of Securities, the Trustee by notice to the Company, or the Holders of a
majority in principal amount of the Securities of such series then outstanding
by notice to the Company and the Trustee, may declare to be due and payable
immediately the principal amount of the Securities of such series plus accrued
interest to the date of acceleration. Upon any such declaration, such amount
shall be due and payable immediately, and upon payment of such amount all of
the Company's obligations with respect to the Securities of such series, other
than obligations under Section 7.06, shall terminate. The Holders of a majority
in principal amount of the outstanding Securities of such series by written
notice to the Trustee may rescind an acceleration and its consequences if (x)
all existing Events of Default with respect to the Securities of such series,
other than the non-payment of the principal of the Securities of such series,
which have become due solely by such declaration of acceleration, have been
cured or waived, (y) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal which has
become due otherwise than by such declaration of acceleration, has been paid,
and (z) the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction. The Trustee may rely upon such notice of
rescission without any independent investigation as to the satisfaction of
conditions (x), (y) and ( z).

SECTION 6.03      Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal (and premium, if any) or interest on the Securities of
such series or to enforce the performance of any provision of the Securities of
such series or this Indenture.

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



                                       22

<PAGE>   29

SECTION 6.04      Waiver of Defaults and Events of Default.

         Subject to Section 9.02, the Holders of a majority in principal amount
of the Securities of any series then outstanding, on behalf of the Holders of
the Securities of such series, by written notice to the Trustee may waive a
Default or Event of Default with respect to the Securities of such series and
its consequences. When a Default or Event of Default is waived with respect to
the Securities of any series, it is cured and ceases.

SECTION 6.05      Control by Majority.

         The Holders of a majority in principal amount of the Securities of any
series then outstanding may direct in writing the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on it with respect to the Securities of
such series. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of other Securityholders or that may involve the
Trustee in personal liability or for which the Trustee does not have adequate
indemnification pursuant to Section 7.01(c); provided, that, the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

SECTION 6.06      Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security of any series to receive payment of principal of,
premium, if any, and interest on such Security, on or after the respective due
dates expressed in such Security, or to bring suit for the enforcement of any
such payment on or after such respective dates, is absolute and unconditional
and shall not be impaired or affected without the consent of the Holder.

         Notwithstanding any other provision of this Indenture, the right of
any Holder of any Security to convert such Security or to bring suit for the
enforcement of such right shall not be impaired or affected without the written
consent of the Holder.

SECTION 6.07      Collection Suit by Trustee.

         If an Event of Default with respect to any series of Securities in
payment of interest or principal (and premium, if any) specified in Section
6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company or any
other obligor on the Securities of such series for the whole amount of unpaid
principal (and premium, if any) and accrued interest remaining unpaid on the
Securities of such series, together with interest on overdue principal (and
premium, if any) and to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate borne by
the Securities of such series and such further amount as shall be sufficient to
cover the



                                       23

<PAGE>   30

costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.08      Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of Securities of any series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities of any
series), its creditors or its property and shall be entitled and empowered to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same. Any Custodian in any such judicial
proceeding is hereby authorized by each Securityholder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders of Securities of any series, to pay to
the Trustee any amount due to 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 7.06.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Securities of any series or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceedings.

SECTION 6.09      Priorities.

         If the Trustee collects any money pursuant to this Article 6 with
respect to the Securities of any series, it shall pay out the money in the
following order:

                  FIRST: to the Trustee for amounts due under Section 7.06;

                  SECOND: to holders of any Senior Indebtedness as required by
                  Article 11; and

                  THIRD: to Holders of Securities of such series for amounts
                  due and unpaid on the Securities of such series for principal
                  of (and premium, if any) and interest, ratably, without
                  preference or priority of any kind, according to the amounts
                  due and payable on the Securities of such series for
                  principal (and premium, if any) and interest, respectively.

         The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section 6.09.



                                       24

<PAGE>   31

SECTION 6.10      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorney's fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.10 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.06 or a suit by Holders of more than 10% in principal
amount of the Securities of any series then outstanding.

SECTION 6.11      Limitations on Suits.

         Subject to Section 6.06, a Holder of any series of Securities may not
pursue any remedy with respect to this Indenture or the Securities unless:

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

                  (2)      the Holders of at least 25% in principal amount of
         such series of Securities make a written request to the Trustee to
         pursue the remedy;

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

                  (4)      The Trustee does not comply with the request within
         60 days after receipt of the notice, request and offer of indemnity;
         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 such series of Securities then
         outstanding.

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



                                       25


<PAGE>   32


                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01  Duties and Responsibilities of Trustee.

      (a) Except during the continuance of an Event of Default:

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

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

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

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

          (1) this subsection shall not be construed to limit the effect of
subsection (a) of this Section 7.01;

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

          (3) the Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the holders of not less than a majority in principal amount of the
Debentures at the time outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture; and

          (4) no provision contained in this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur personal financial liability
in the



                                       26
<PAGE>   33



performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if there is reasonable ground for believing that the repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

      (d) Whether or not 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 7.02  Reliance on document, opinions, etc.

      Subject to the provisions of Section 7.01:

      (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, consent, order, approval, bond, debenture 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, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an instrument signed in the name of
the Company by (i) the Chief Executive Officer, the President or any Vice
President and (ii) the Secretary or any Assistant Secretary or the Treasurer or
any Assistant Treasurer (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors of the
Company may be evidenced to the Trustee by a copy thereof certified by the
Secretary or any Assistant Secretary of the Company;

      (c) 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 accordance with such advice or Opinion of Counsel;

      (d) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by or pursuant to this Indenture at the request, order or
direction of any of the debentureholders, pursuant to the provisions of this
Indenture, unless such debentureholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; but nothing herein contained shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default (which has not been cured or waived), to exercise such of the rights
and powers vested in it by this Indenture, and to use the same degree of care
and skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;

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




                                       27
<PAGE>   34



      (f) Prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, note, other evidence of indebtedness or other
paper or document, unless requested in writing so to do by the holders of not
less than a majority in aggregate principal amount of the Debentures then
outstanding; provided, however, that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of
this Indenture, the Trustee may require reasonable indemnity against such
expenses or liability as a condition to so proceeding. The reasonable expense of
every such examination shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand; 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. The Trustee shall not be responsible for any misconduct or negligence
on the part of any agent or attorney appointed with due care by it hereunder.

      (h) Except with respect to Section 4.01, the Trustee shall have no duty to
inquire as to the performance of the Company with respect to the covenants
contained in Article 4. In addition, the Trustee shall not be deemed to have
knowledge of an Event of Default except (i)any Default or Event of Default
occurring pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any Default or
Event of Default of which the Trustee shall have received written notification
or obtained actual knowledge.

      (i) Delivery of reports, information and documents to the Trustee under
Section 4.02 is for informational purposes only and the Trustee's receipt of the
foregoing shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

SECTION 7.03  No responsibility for recitals, etc.

      The recitals contained herein and in the Debentures (other than the
certificate of authentication on the Debentures) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
or sufficiency of this Indenture or of the Debentures. The Trustee shall not be
accountable for the use or application by the Company of any of the Debentures
or the proceeds of such Debentures, or for the use or application of any monies
paid over by the Trustee in accordance with any provision




                                       28
<PAGE>   35



of this Indenture, or for the use or application of any monies received by any
paying agent other than the Trustee.

SECTION 7.04  Trustee, paying agent or Debenture Registrar may own Debentures.

      The Trustee, any paying agent or Debenture Registrar, in its individual or
any other capacity, may become the owner or pledgee of Debentures with the same
rights it would have if it were not Trustee, paying agent or Debenture
Registrar.

SECTION 7.05  Monies received by Trustee to be held in trust without interest.

      Subject to the provisions of Section 8.06, all monies received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any monies received by it hereunder except such as it
may agree with the Company to pay thereon.

SECTION 7.06  Compensation and Expenses of Trustee.

      The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation for the Trustee's
services hereunder, and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in connection with the acceptance or administration of its trust
under this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee and
any director, officer, employee or agent of the Trustee for any loss, liability
or expense (including without limitation reasonable costs and expenses of
litigation, and of investigation, reasonable counsel fees, damages, judgments
and amounts paid in settlement) incurred in connection with any act or omission
on the part of the Trustee with respect to the Indenture or the Debentures
(other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence of the Trustee in the performance of its
duties under the Indenture). The obligations of the Company under this Section
7.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be secured by a lien prior to that of the
Debentures upon all property and funds held or collected by the Trustee as such,
except funds held in trust by the Trustee pursuant to Article Eight for the
payment of principal of or premium, if any, or interest on particular
Debentures.




                                       29
<PAGE>   36



SECTION 7.07  Right of Trustee to rely on Officers' Certificate where no other
              evidence specifically prescribed.

      Subject to the provisions of Section 7.01, whenever in the administration
of the provisions of this Indenture, the Trustee shall deem it necessary or
desirable that a matter to be proved or established prior to taking, suffering
or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
Certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

SECTION 7.08  Conflicting interest of Trustee.

      The Trustee shall be subject to the provisions of Section 310(b) of the
TIA. If the Trustee has or shall acquire a conflicting interest within the
meaning of the TIA, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of
the TIA and this Indenture. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the TIA.

SECTION 7.09  Requirements for eligibility of Trustee.

      The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States or any state or territory
thereof or of the District of Columbia authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the TIA) of at least $50,000,000, or be a
member of a bank holding company having a combined capital and surplus (computed
in accordance with Section 310(a)(2) of the TIA) of at least $50,000,000,
subject to supervision or examination by Federal, state, territorial, or
District of Columbia authority. If such corporation publishes report of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 7.09, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.09, the Trustee
shall resign immediately in the manner and with the effect specified in this
Article.

SECTION 7.10  Resignation or removal of Trustee.

      (a) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.11




                                       30
<PAGE>   37



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

      (c) The Trustee may be removed at any time by the holders of a majority
in principal amount of the outstanding Debentures by written notice, delivered
to the Trustee and to the Company.

      (d) If at any time:

          (1) the Trustee shall fail to comply with Section 310(b) of the TIA
 with respect to the Debentures after written request therefor by the Company or
by any debentureholder who has been a bona fide holder of a Debenture or
Debentures for at least six months, or

          (2) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such debentureholder, 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, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 6.10, any debentureholder, who has been a
bona fide holder of a Debenture or Debentures for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

      (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Trustee for any cause, the
Company shall promptly appoint a successor trustee. If, within one year after
such resignation, removal or incapacity, or the occurrence of such vacancy, a
successor trustee shall be appointed by the holders of a majority in principal
amount of the Debentures outstanding by written notice delivered to the Company
and the retiring trustee, the successor trustee so appointed shall, forthwith
upon its acceptance of such appointment, become the successor trustee and
supersede the successor trustee




                                       31
<PAGE>   38



appointed by the Company. If no successor trustee shall have been so appointed
by the Company or the debentureholders and accepted appointment in the manner
hereinafter provided, subject to Section 6.10, any debentureholder who has been
a bona fide holder of a Debenture for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor trustee.

      (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor trustee by mailing written
notice of such event by first-class mail, postage prepaid, to the
debentureholders as their names and addresses appear in the Debenture Register.
Each notice shall include the name of the successor trustee and the address of
its principal corporate trust office.

SECTION 7.11  Acceptance by successor to Trustee; notice of succession of a
              Trustee.

      Any successor trustee appointed as provided in Section 7.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties, trust and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 7.06, execute and deliver an
instrument transferring to such successor trustee all the rights and powers of
the trustee so ceasing to act. Upon request of any such successor trustee, the
Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon
all property or funds held or collected by such trustee to secure any amounts
then due it pursuant to the provisions of Section 7.06.

      No successor trustee shall accept appointment as provided in this Section
7.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

      Upon acceptance of appointment by a successor trustee as provided in this
Section 7.11, the Company shall mail to the debentureholders by first-class mail
notice thereof. If the Company fails to mail such notice within 30 days after
acceptance of appointment by the successor trustee, the successor trustee shall,
in its discretion, cause such notice to be mailed at the expense of the Company.





                                       32
<PAGE>   39



SECTION 7.12  Successor to Trustee by merger, 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 or
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

      In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Debentures shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Debentures so authenticated; and in case at that time any of the Debentures
shall not have been authenticated, any successor to the Trustee may authenticate
such Debentures either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Debentures or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor trustee or
authenticate Debentures in the name of any predecessor trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

SECTION 7.13  Limitations on rights of Trustee as a Creditor.

      If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Debentures), the Trustee shall be subject to the
provisions of the TIA regarding the collection of claims against the Company (or
any such other obligor).

SECTION 7.14  Reports by Trustee to Holders.

      Within 60 days after each May 15 beginning with May 15 of the first year
in which Securities are outstanding hereunder, the Trustee, if required by the
provisions of TIA ss. 313(a), shall mail to each Securityholder a brief report
dated as of May 15 of such year that complies with TIA 313(a). The Trustee also
shall comply with TIA ss. 313(b) and 313(c).

      A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each stock exchange on which the Securities of any
series are listed. The Company agrees to notify the Trustee in writing whenever
the Securities of any series become listed or delisted on or from any stock
exchange.




                                       33
<PAGE>   40



SECTION 7.15  Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee with respect to the Securities of any series, the Trustee
shall mail to each Holder of Securities of such series notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a default
in payment of principal of, premium, if any, or interest on any Security, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Holders of Securities of such series. Notwithstanding anything to
the contrary expressed in this Indenture, the Trustee shall not be deemed to
have knowledge of any Event of Default hereunder unless and until a Trust
Officer shall have actual knowledge thereof, or shall have received written
notice thereof from the Company at its principal corporate trust office in
Nashville, Tennessee. The Trustee shall not be deemed to have actual knowledge
of an Event of Default hereunder, except in the case of an Event of Default
under Sections 6.01(1) or 6.01(2) (provided that the Trustee is the Paying
Agent), until a Trust Officer receives written notice thereof from the Company
or any Securityholder that such an Event of Default has occurred.

                                    ARTICLE 8

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.01  Satisfaction, Discharge and Defeasance of the Securities.

      The Company shall be deemed to have paid and discharged the entire
indebtedness on the Securities of any series after the date of the deposit
referred to in paragraph (a) below, the provisions of this Indenture shall no
longer be in effect in respect of the Securities of such series, and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such indebtedness; provided that the
following conditions shall have been satisfied:

            (a) the Company has deposited or caused to be deposited with the
Trustee irrevocably as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of all Securities of
such series, with reference to this Section 8.01, (i) money or (ii) U.S.
Government Obligations or (iii) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge the entire indebtedness on all the Securities of such series for
principal, premium, if any, and interest, if any, to the maturity date of such
series of Securities as such principal, premium, if any, or interest becomes due
and payable in accordance with the terms of this Indenture and the Securities;




                                       34
<PAGE>   41



            (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company in connection with all of the Securities of any series,
including all fees and expenses of the Trustee; and

            (c) the Company has delivered to the Trustee an Officers'
Certificate stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of the entire indebtedness on the Securities
and the discharge of this Indenture and the termination of the Company's
obligations hereunder have been complied with.

      "U.S. Government Obligations" means direct, non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
timely payment of which obligation or guarantee the full faith and credit of the
United States of America is pledged.

SECTION 8.02  Satisfaction and Discharge of Indenture.

      In addition to its rights under Section 8.01, the Company may terminate
all of its obligations under this Indenture when:

            (a) All of the Securities of such series theretofore authenticated
and delivered (other than (A) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 2.07 hereof
and (B) Securities for whose payment money has theretofore been deposited with
the Trustee or the Paying Agent in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 2.05 and Section 8.06 hereof) have been delivered to the
Trustee for cancellation; and

            (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company in connection with the outstanding Securities,
including all fees and expenses of the Trustee.

SECTION 8.03  Survival of Certain Obligations.

      Notwithstanding the satisfaction and discharge of this Indenture pursuant
to Section 8.01, the respective obligations of the Company specified in Sections
2.04, 2.05, 2.06, 2.07, 2.12, 4.01, 7.07, 8.05, 8.06, 8.07 and in Article 10
shall survive until the Securities are no longer outstanding, and after the
Securities are no longer outstanding, or upon compliance with Section 8.02, only
the obligations of the Company in such Sections 7.07 and 8.06 shall survive.
Nothing contained in this Article Eight shall abrogate any of the obligations or
duties of the Trustee under this Indenture.




                                       35
<PAGE>   42



SECTION 8.04. Application of Trust Money

      (a) Subject to the provisions of Section 8.06, all money and U.S.
Government Obligations deposited with the Trustee for the Securities of any
series pursuant to Section 8.01 or Section 8.02, and all money received by the
Trustee in respect of U.S. Government Obligations deposited with the Trustee for
the Securities of any series pursuant to Section 8.01 or Section 8.02 shall be
held in trust and reinvested by the Trustee in U.S. Government Obligations in
accordance with the Company's written instructions and applied by the Trustee in
accordance with the provisions of the Securities of such series 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, premium, if any,
and interest, if any, on the Securities of such series; but such money need not
be segregated from other funds except to the extent required by law.

      (b) The Trustee shall deliver or pay to the Company from time to time
upon the Company's written request any U.S. Government Obligations, or money
held by it as provided in Section 8.01 or Section 8.02 which, in the written
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are then
in excess of the amount thereof which then would have been required to be
deposited for the purpose for which such U.S. Government Obligations, or money
were deposited or received.

SECTION 8.05  Paying Agent to Repay Monies Held.

      Upon the satisfaction and discharge of this Indenture with respect to the
Securities of any series, all monies then held by any Paying Agent for the
benefit of Securities of such series under the provisions of this Indenture
shall, upon written demand of the Company, be repaid to it or paid to the
Trustee, and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.

SECTION 8.06  Return of Unclaimed Monies.

      Any monies deposited with or paid to the Trustee or any Paying Agent for
the Securities of any series, or then held by the Company in trust, for the
payment of any principal, premium, if any, and interest, if any, on the
Securities of any series and not applied but remaining unclaimed by the Holders
of the Securities of such series for two years after the date upon which the
principal of and interest, if any, on the Securities of such series, as the case
may be, shall have become due and payable, shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to the Company by such Trustee or any Paying Agent on written
demand by the Company or (if then held by the Company) shall be discharged from
such trust; and the Holders of the Securities of such series entitled to receive
such payment shall thereafter look only to the Company for the payment thereof;
provided, however, that, before being required to make any such repayment,





                                       36
<PAGE>   43



such Trustee may, or shall at the written request of the Company, at the expense
of the Company, cause to be published once in an authorized newspaper in the
same city in which the place of payment with respect to the Securities of such
series shall be located and in an authorized newspaper in the City of New York,
or mail to each such Holder, a notice (in such form as may be deemed appropriate
by such Trustee) that said monies remain unclaimed and that, after a date named
therein, any unclaimed balance of said monies then remaining will be returned to
the Company.

SECTION 8.07  Reinstatement.

      If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations with respect to the Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities of such series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01 until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 8.04; Provided however, that
if the Company has made any payment of interest on or principal of any
Securities of any series because of 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 or U.S. Government Obligations held by the
Trustee or Paying Agent.

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

SECTION 9.01  Supplemental Indentures Without Consent of Holders.

      The Company, when authorized by Board Resolution, and the Trustee at any
time and from time to time, may amend this Indenture or enter into one or more
indentures supplemental hereto, to be in a form satisfactory to the Trustee
without notice to or consent of any Securityholder for any of the following
purposes:

      (1) to comply with Section 5.01; or

      (2) to provide for uncertified Securities in addition to or in place of
certificated Securities; or

      (3) 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




                                       37

<PAGE>   44



      (4) to add any Events of Default (and if such Events of Default are to be
applicable to less than all series of Securities, stating that such Events of
Default are expressly being included solely to be applicable to such series); or

      (5) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination shall become effective only when
there is no Security outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision;
or

      (6) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.02; or

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

SECTION 9.02  Supplemental Indentures with Consent of Holders.

      With the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of each series at the time
outstanding affected by such supplemental indenture, the Company, when
authorized by Board Resolution, and the Trustee may amend this Indenture or from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of the execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture, except as otherwise permitted
by Section 9.01, or of modifying in any manner the rights of the Holders of the
Securities of each such series. Subject to Section 9.04, without the consent of
each Holder of Securities of any series affected, however, an amendment,
supplement or waiver, including a waiver pursuant to Section 6.04, may not:

      (1) extend the fixed maturity of any Securities, or reduce the principal
amount thereof or premium, if any, or reduce the rate or extend the time of
payment of interest thereon, without the consent of the Holder of each Security
so affected;

      (2) reduce the aforesaid percentage of Securities of each series, the
consent of the Holders of which is required for any such supplemental indenture,
without the consent of the Holders of all Securities then outstanding affected
thereby;

      (3) waive (except, unless theretofore cured) a default in the payment of
the principal of (and premium, if any on), interest on or redemption amounts
with respect to any Security;




                                       38
<PAGE>   45



      (4) make any Security payable in money other than that stated in the
Security;

      (5) make any change in Sections 6.04, 6.06 or 9.02 (this sentence); or

      (6) make any change that adversely affects the right to convert any
Security.

      Upon the request of the Company, accompanied by a copy of a Board
Resolution certified by the Secretary or an Assistant Secretary of the Company
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

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

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Company
shall mail a notice, setting forth in general terms the substance of such
supplemental indenture, to all Holders of Securities of each series so affected
as the names and addresses of such Holders shall appear on the registry books.
Any failure of the Company so to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental
indenture.

SECTION 9.03  Compliance with Trust Indenture Act.

      Every amendment or supplement to this Indenture or the Securities shall
comply with the TIA as then in effect.

SECTION 9.04  Revocation and Effect of Consents.

      Subject to this Indenture, each amendment, supplement or waiver
evidencing other action shall become effective in accordance with its terms.
Until an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Security of any series is a continuing consent by the Holder even if
notation of the consent is not made on any Security. Any such Holder or
subsequent Holder, however, may revoke the consent as to his Security or portion
of a Security, if the Trustee receives the notice of revocation before the date
the amendment, waiver or other action becomes effective.

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




                                       39
<PAGE>   46



or waiver. If a record date is fixed, then notwithstanding the provisions of the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies) and only those Persons, shall be
entitled to consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No consent shall be valid or effective for more than 90
days after such record date unless consent from Holders of the principal amount
of Securities of any series then outstanding required hereunder for such
amendment, supplement or waiver to be effective shall have also been given and
not revoked within such 90-day period.

      After an amendment, supplement or waiver becomes effective, it shall bind
every Securityholder, unless it makes a change described in any of clauses (1)
through (6) of Section 9.02. In that case the amendment, supplement or waiver
shall only bind the Holders of a Security or portion of a Security of the same
series.

SECTION 9 05  Notation on or Exchange of Securities.

      If an amendment, supplement or waiver changes the terms of a Security of
any series, the Trustee may request the Holder of the Security of such series to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security about the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determine, the Company in exchange for the
Security of such series shall issue and the Trustee shall authenticate a new
Security of such series that reflects the changed terms the cost and expense of
which will be borne by the Company.

SECTION 9.06  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 of any applicable series theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.

SECTION 9.07  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 Board of Directors of 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 Securities
outstanding of such series.






                                       40
<PAGE>   47

                                   ARTICLE 10

                            CONVERSION OF SECURITIES

SECTION 10.01  Right of Conversion: Conversion Price.

      If provided in the Board Resolution with respect to such series of
Securities, the Holder of any Security or Securities of a particular series
shall have the right, at his option, at any time after such date as determined
by such Board Resolution and before the close of business on such date as
determined by such Board Resolution (except that, with respect to any Security
or portion of a Security of such series which shall be called for redemption,
such right shall terminate at the close of business on the date fixed for
redemption of such Security or portion of a Security unless the Company shall
default in payment due upon redemption thereof), to convert, subject to the
terms and provisions of this Article 10, the principal of any Security or
Securities of such series or any portion thereof which is $1,000 principal
amount or an integral multiple thereof into shares of common stock of the
Company or Securities of another series of Securities, initially at the
conversion price per share specified in the Securities of such series; or, in
case an adjustment of such price has taken place pursuant to the provisions of
Section 10.04, then at the price as last adjusted (such price or adjusted price
being referred to herein as the "conversion price"), upon surrender of the
Security or Securities, the principal of which is so to be converted,
accompanied by written notice of conversion duly executed, to the Company, at
any time during usual business hours at the office or agency maintained by it
for such purpose, and, if so required by the Conversion Agent or Registrar,
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Conversion Agent or Registrar duly executed by the Holder or
his duly authorized representative in writing. Notwithstanding the foregoing,
and in order to protect the Company's status as a REIT, a Holder may not convert
any Security, and any such Security shall not be convertible by any Holder, if
as a result of such conversion any person would then be deemed to beneficially
own, directly or indirectly, 4% (potentially increasing up to 9.9% as determined
by a Board Resolution) or more of the outstanding shares of common stock of the
Company. For convenience, the conversion of any portion of the principal of any
Security or Securities into shares of common stock of the Company or other
Securities is hereinafter sometimes referred to as the conversion of such
Security or Securities.

SECTION 10.02. Issuance of Shares on Conversion.

      As promptly as practicable after the surrender, as herein provided, of
any Security or Securities of any series for conversion, the Company shall
deliver or cause to be delivered at its said office or agency, to or upon the
written order of the Holder of the Security or Securities so surrendered,
certificates representing the number of fully paid and nonassessable shares of
common stock of the Company or Securities of another series of the Company into
which such Security or Securities may be converted in accordance with the
provisions of this Article 10. Such conversion shall be deemed to have been made
as of the close of business on the date that such Security or Securities shall
have been surrendered for conversion by delivery thereof with a written




                                       41
<PAGE>   48



notice of conversion duly executed, so that the rights of the Holder of such
Security or Securities as a Securityholder shall cease at such time and, subject
to the following provisions of this paragraph, the Person or Persons entitled to
receive the shares of common stock or Securities of another series upon
conversion of such Security or Securities shall be treated for all purposes as
having become the record holder or holders of such shares of common stock or
Securities of another series at such time and such conversion shall be at the
conversion price in effect at such time; Provided, however, that with respect to
shares of the Company's common stock, no such surrender on any date when the
stock transfer books of the Company shall be closed shall be effective to
constitute the Person or Persons entitled to receive the shares of common stock
upon such conversion as the record holder or holders of such shares of common
stock on such date, but such surrender shall be effective to constitute the
Person or Persons entitled to receive such shares of common stock as the record
holder or holders thereof for all purposes at the close of business on the next
succeeding day on which such stock transfer books are open; such conversion
shall be at the conversion price in effect on the date that such Security or
Securities shall have been surrendered for conversion by delivery thereof, as if
the stock transfer books of the Company had not been closed. The Company shall
give or cause to be given to the Trustee written notice whenever the stock
transfer books of the Company shall be closed.

      Upon Conversion of any Security of any series which is converted in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to or on the order of the Holder thereof, at the expense of the Company, a new
Security or Securities of such series of authorized denominations in principal
amount equal to the unconverted portion of such Security.

SECTION 10.03  No Adjustment for Interest or Dividends.

      No payment or adjustment in respect of interest on the Securities of any
series or dividends on the shares of common stock shall be made upon the
conversion of any Security or Securities; Provided, however, that if a Security
of any series or any portion thereof shall be converted subsequent to any
regular record date and on or prior to the next succeeding interest payment
date, the interest falling due on such interest payment date shall be payable on
such interest payment date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name such Security is registered at the close of business on
such regular record date and Securities surrendered for conversion during the
period from the close of business on any regular record date to the opening of
business on the corresponding interest payment date must be accompanied by
payment of an amount equal to the interest payable on such interest payment
date.





                                       42

<PAGE>   49


SECTION 10.04  Adjustment of Conversion Price.

      (1) With respect to any series of Securities that is convertible into
shares of the Company's common stock, in case the Company shall pay or make a
dividend or other distribution on any class of Capital Stock of the Company in
shares of common stock, the conversion price for any series of Securities in
effect at the opening of business on the day following the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such conversion price by a fraction
of which the numerator shall be the number of shares of common stock outstanding
at the close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day following
the date fixed for such determination.

      (2) With respect to any series of Securities that is convertible into
shares of the Company's common stock, in case the Company shall issue rights or
warrants to all or substantially all holders of its shares of common stock
entitling them to subscribe for or purchase shares of common stock at a price
per share (or having a conversion price per share) less than the current market
price per share (determined as provided in paragraph (6) of this Section) of the
shares of common stock on the date fixed for the determination of shareholders
entitled to receive such rights or warrants, the conversion price for any series
of Securities in effect at the opening of business on the day following the date
fixed for such determination shall be reduced by multiplying such conversion
price by a fraction of which the numerator shall be the number of shares of
common stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of common stock which the aggregate of
the subscription price of the total number of shares of common stock so offered
for subscription or purchase would purchase at such current market price and the
denominator shall be the number of shares of common stock outstanding at the
close of business on the date fixed for such determination plus the number of
shares of common stock so offered for subscription or purchase, such reduction
to become effective immediately after the opening of business on the day
following the date fixed for such determination. In the event that all of the
shares of common stock subject to such rights or warrants have not been issued
when such rights or warrants expire, then the conversion price shall promptly be
readjusted to the conversion price which would then be in effect had the
adjustment upon the issuance of such rights or warrants been made on the basis
of the actual number of shares of common stock issued upon the exercise of such
rights or warrants. For the purposes of this paragraph (2), the number of shares
of common stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of common stock. The Company
will not issue any rights or warrants in respect of shares of common stock held
in the treasury of the Company.

      (3) With respect to any series of Securities that is convertible into
shares of the Company's common stock, in case the outstanding shares of common
stock shall be subdivided into a greater number of shares, the conversion price
for any series of





                                       43
<PAGE>   50



Securities in effect at the opening of business on the day following the day
upon which such subdivision becomes effective shall be proportionately reduced,
and, conversely, in case outstanding shares of common stock shall each be
combined into a smaller number of shares, the conversion price for any series of
Securities in effect at the opening of business on the day following the day
upon which such combination becomes effective shall be proportionately
increased, such reduction or increase, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.

      (4) With respect to any series of Securities that is convertible into
shares of the Company's common stock, in case the Company shall, by dividend or
otherwise, distribute to all or substantially all holders of shares of common
stock evidences of indebtedness or assets (including securities, but excluding
(i) any rights or warrants referred to in paragraph (2) of this Section, (ii)
any dividend or distribution not prohibited by Section 4.06 hereof and (iii) any
dividend or distribution referred to in paragraph (1) of this Section), the
conversion price for any series of Securities shall be adjusted so that the same
shall equal the price determined by multiplying the conversion price in effect
immediately prior to the close of business on the day fixed for the
determination of shareholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price per share
(determined as provided in paragraph (6) of this Section) of the shares of
common stock on the date fixed for such determination less the then fair market
value as determined by the Board of Directors of the Company (whose
determination shall be conclusive and described in a resolution of the Board of
Directors of the Company filed with the Trustee) of the portion of the assets or
evidences of indebtedness so distributed allocable to one share of common stock
and the denominator shall be such current market price per share of the shares
of common stock, such adjustment to become effective immediately prior to the
opening of business on the day following the date fixed for the determination of
shareholders entitled to receive such distribution.

      (5) With respect to any series of Securities that is convertible into
shares of the Company's common stock, in case the shares of common stock shall
be changed into the same or a different number of shares of any class or classes
of stock, whether by capital reorganization, reclassification, or otherwise
(other than a subdivision or combination of shares or a stock dividend described
in paragraph (1) or paragraph (3) of this Section, or a consolidation, merger or
sale of assets described in Section 10.10), then and in each such event the
Holders of Securities of any series shall have the right thereafter to convert
such Securities into the kind and amount of shares of stock and other securities
and property receivable upon such reorganization, reclassification or other
change, by holders of the number of shares of common stock into which such
Securities might have been converted immediately prior to such reorganization,
reclassification or change.

      (6) For the purpose of any computation under paragraphs (2) and (4) of
this Section, the current market price per share of common stock on any date
shall be





                                       44
<PAGE>   51



deemed to be the average of the Closing Prices for the 15 consecutive Business
Days selected by the Company commencing not more than 30 and not less than 20
Business Days before the date in question.

      (7) No adjustment in the conversion price for the Securities of any
series shall be required unless such adjustment (plus any adjustments not
previously made by reason of this paragraph (7)) would require an increase or
decrease of at least 1% in such price; provided, however, that any adjustments
which by reason of this paragraph (7) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this paragraph (7) shall be made to the nearest cent.

      (8) The Company may, but shall not be required to, make such reductions
in the conversion price for the Securities of any series, in addition to those
required by paragraph (1), (2), (3) and (4) of this Section, as the Board of
Directors of the Company considers to be advisable in order to avoid or diminish
any income tax to any holders of shares of common stock resulting from any
dividend or distribution of stock or issuance of rights or warrants to purchase
or subscribe for stock or from any event treated as such for income tax purposes
or for any other reasons. The Company's Board of Directors of the Company shall
have the power to resolve any ambiguity or correct any error in the adjustments
made pursuant to this Section 10.04 and its actions in so doing shall be final
and conclusive.

SECTION 10.05  Notice of Adjustment of Conversion Price.

      Whenever the conversion price for the Securities of any series is
adjusted as herein provided:

      (a) the Company shall compute the adjusted conversion price in accordance
with Section 10.04 and shall prepare an Officers' Certificate setting forth the
adjusted conversion price and showing the facts upon which such adjustment is
based and the computation thereof, and such certificate shall forthwith be filed
at each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 2.04 and with the Trustee; and

      (b) a notice stating that the conversion price has been adjusted and
setting forth the adjusted conversion price shall as soon as practicable be
mailed by the Company to all Holders of Securities of such series at their last
addresses as they shall appear in the Security Register.

      (c) If the conversion price is adjusted and the Company fails to file an
Officers' Certificate with the Trustee as provided by Section 10.05(a) and the
Trustee is acting as the Conversion Agent, the Trustee shall be entitled to rely
conclusively on the conversion price set forth in the Officer's Certificate most
recently received by the




                                       45
<PAGE>   52



Trustee (or as set forth in this Indenture if the conversion price shall not
have been adjusted).

SECTION 10.06  Notice of Certain Corporate Action.

      (1) In case:

          (a) the Company shall authorize the granting to holders of its shares
of common stock of rights or warrants entitling them to subscribe for or
purchase any shares of Capital Stock of any class or of any other rights; or

          (b) of any reclassification of the shares of common stock of the
Company, or of any consolidation or merger to which the Company is a party and
for which approval of any shareholders of the Company is required, or of the
sale or transfer of all or substantially all of the assets of the Company; or

          (c) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company; then the Company shall cause to be filed at each
office or agency maintained for the purpose of conversion of Securities of any
series pursuant to Section 2.04 and shall cause to be mailed to all Holders of
Securities of such series that are convertible into shares of the Company's
common stock at their last addresses as they shall appear in the Security
Register, at least 20 days (or 10 days in any case specified in clause (a) or
(b) above) prior to the applicable record date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights or warrants, or, if a record is not to be taken,
the date as of which the Holders of shares of common stock of record to be
entitled to such dividend, distribution, rights or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of shares
of common stock of record shall be entitled to exchange their shares of common
stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up. Such notice shall also state whether such transaction
will result in any adjustment in the conversion price applicable to the
Securities of such series and, if so, shall state what the adjusted conversion
price will be and when it will become effective. Neither the failure to give the
notice required by this Section, nor any defect therein, to any particular
Holder shall affect the sufficiency of the notice or the legality or validity of
any such dividend, distribution, right, warrant, reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution or winding-up,
or the vote on any action authorizing such with respect to the other holders.

      (2) In case the Company or any Affiliate of the Company shall propose to
engage in a "Rule 13e-3 Transaction" as defined in the Commission's Rule 13e-3
under the Securities Exchange Act of 1934, as amended, the Company shall, no
later than the date on which any information with respect to such Rule 13e-3
Transaction is first




                                       46
<PAGE>   53



required to be given to the Commission or any other Person pursuant to such Rule
13e-3, cause to be mailed to all Holders at their last addresses as they shall
appear in the Security Register, a copy of all information required to be given
to the holders of the Company's Capital Stock pursuant to such Rule 13e-3. The
information required to be given under this paragraph shall be in addition to
and not in lieu of any other information required to be given by the Company
pursuant to this Section 10.06 or any other provision of the Securities or this
Indenture.

SECTION 10.07  Taxes on Conversions.

     The Company will pay any and all stamp or similar taxes that may be
payable in respect of the issuance or delivery of shares of common stock or
Securities of another series on conversion of Securities pursuant hereto. The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of shares of
common stock in a name other than that of the Holder of the Security or
Securities to be converted, and no such issuance or delivery shall be made
unless and until the Person requesting such issuance has paid to the Company the
amount of any such tax, or has established to the satisfaction of the Company
that such tax has been paid.

SECTION 10.08  Fractional Shares.

      No fractional shares or scrip representing fractional shares shall be
issued upon any conversion of Securities. If any such conversion would otherwise
require the issuance of a fractional share an amount equal to such fraction
multiplied by the current market price per share of common stock (determined as
provided in paragraph (6) of Section 10.04) on the day of conversion shall be
paid to the Holder in cash by the Company.

SECTION 10.09  Cancellation of Converted Securities.

All Securities delivered for conversion shall be delivered to the Trustee or the
Conversion Agent to be cancelled by or at the direction of the Trustee or the
Conversion Agent, which shall dispose of the same as provided in Section 2.10.

SECTION 10.10  Provisions in Case of Consolidation, Merger or Sale of Assets.

      (1) In case of any consolidation of the Company with, or merger of the
Company into, any other corporation or trust, or in case of any merger of
another corporation or trust into the Company (other than a consolidation or
merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of common stock of the Company), or in case
of any sale or transfer of all or substantially all of the assets of the
Company, the corporation or trust formed by such consolidation or resulting from
such merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing



                                            47


<PAGE>   54



that the Holder of each Security of any series then outstanding shall have the
right thereafter, during the period such Security shall be convertible as
specified in Section 10.01 to convert such Security only into the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by a holder of the number of shares of
common stock of the Company into which such Security might have been converted
immediately prior to such consolidation, merger, sale or transfer. Such
supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article. The above provisions of this Section shall similarly apply to
successive consolidations, mergers, sales or transfers.

       (2) The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any such supplemental indenture
relating either to the kind or amount of shares of stock or securities or
property receivable by Holders upon the conversion of their Securities after any
such reclassification, change, consolidation, merger, sale or conveyance or to
any adjustment to be made with respect thereto.

SECTION 10.11  Disclaimer by Trustee of Responsibility for Certain Matters.

       The Trustee shall not at any time be under any duty or responsibility to
any Holder of Securities of any series to determine whether any facts exist
which may require any adjustment of the conversion price for such series, or
with respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee shall not be
accountable with respect to the validity, value, kind or amount of any shares of
common stock, or of any securities or property, which may at any time be issued
or delivered upon the conversion of any Security; and it makes no representation
with respect thereto. The Trustee shall not be responsible for any failure of
the Company to issue, transfer or deliver any shares of common stock or stock
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion or, subject to Section 7.01, to comply with any of
the covenants of the Company contained in this Article.

SECTION 10.12  Covenant to Reserve Shares.

      The Company covenants that it will at all times reserve and keep
available, free from preemptive rights, out of its authorized shares of common
stock, solely for the purpose of issuance upon conversion of Securities as
herein provided, such number of shares of common stock as shall then be issuable
upon the conversion of all outstanding Securities. The Company covenants that
all shares of common stock which shall be so issuable shall be, when issued,
duly and validly issued and fully paid and non-assessable. For purposes of this
Section 10.12, the number of shares of common stock which shall be deliverable
upon the conversion of all outstanding Securities shall




                                       48
<PAGE>   55



be computed as if at the time of computation all outstanding Securities were
held by a single holder.

                                   ARTICLE 11

                            SUBORDINATION; SENIORITY

SECTION 11.01  Securities Subordinated to Senior Indebtedness.

      (a) Securities of any series which by their terms are subordinated and
junior in right of payment of the principal of, premium, if any, and interest
(all of the foregoing, a "Payment or Distribution") on such Securities ("Junior
Securities") to the prior payment in full of any Senior Indebtedness whether
outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed, shall comply with the provisions of this Article 11, and each Holder
of Junior Securities of such series by his acceptance thereof likewise agrees.

      A Payment or Distribution shall include any asset of any kind or
character, and may consist of cash, securities or other property, by set-off or
otherwise, and shall include, without limitation, any purchase, redemption or
other acquisition of Junior Securities of the series or the making of any
deposit of funds or securities pursuant to this Indenture (including, without
limitation, any deposit pursuant to Article 8 hereof).

      (b) The Senior Indebtedness of the Company shall continue to be Senior
Indebtedness and entitled to the benefit of these subordination provisions
irrespective of any amendment, modification or waiver of any term of any
instrument relating to refinancing of the Senior Indebtedness.

      (c) All the provisions of this Indenture and the Junior Securities of any
series shall be subject to the provisions of this Article 11 so far as they may
be applicable thereto, except that nothing in this Article 11 shall apply to
claims for, or payments to, the Trustee under or pursuant to Section 7.06.

      (d) No right of any holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time or in any way be affected or
impaired by any failure to act on the part of the Company, any Paying Agent, the
Holders of the Junior Securities of any series, the Trustee or the holders of
the Senior Indebtedness, or by any noncompliance by the Company, any Paying
Agent, the Holders of the Junior Securities of any series or the Trustee with
any of the terms, provisions and covenants of the Securities or this Indenture,
regardless of any knowledge thereof that any such holder of Senior Indebtedness
may have or be otherwise charged with.

      (e) In the event that the Junior Securities of any series are declared
due and payable before their expressed maturity because of the occurrence of a
default




                                       49
<PAGE>   56



hereunder, the Company will give prompt notice in writing of such happening to
the holders of Senior Indebtedness.

SECTION 11.02  Company Not to Make Payments with Respect to Junior Securities
               in Certain Circumstances.

       No Payment or Distribution shall be made by the Company, the Trustee or
the Paying Agent on account of principal of (or premium, if any) or interest on
the Junior Securities of any series, whether upon stated maturity, upon
redemption or acceleration, or otherwise, or on account of the purchase or other
acquisition of Junior Securities of such series, whether upon stated maturity,
upon redemption or acceleration, or otherwise, if there shall have occurred and
be continuing a default with respect to any Senior Indebtedness permitting the
acceleration thereof or with respect to the payment of any Senior Indebtedness
and (a) such default is the subject of a judicial proceeding or (b) notice of
such default in writing or by telegram has been given to the Company by any
holder or holders of any Senior Indebtedness, unless and until the Company shall
have received written notice from such holder or holders that such default or
event of default shall have been cured or waived or shall have ceased to exist.

      Upon any acceleration of the principal of the Junior Securities of any
series or any payment by the Company or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or liquidation or reorganization of the
Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash, or payment thereof
provided for to the satisfaction of the holders thereof, before any Payment or
Distribution is made on account of the redemption price or principal of (and
premium, if any) or interest on the Junior Securities of such series; and
(subject to the power of a court of competent jurisdiction to make other
equitable provision, which shall have been determined by such court to give
effect to the rights conferred in this Article upon the Senior Indebtedness and
the holders thereof with respect to the Junior Securities of such series or the
Holders thereof or the Trustee, by a lawful plan of reorganization or
readjustment under applicable law) upon any such dissolution or winding up or
liquidation or reorganization, any Payment or Distribution by the Company or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Junior Securities of any
series or the Trustee would be entitled except for the provisions of this
Article, shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such Payment or Distribution
directly to the holders of Senior Indebtedness of the Company or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay all Senior Indebtedness in full in cash, after giving effect to
any concurrent payment or distribution to or for the holders of Senior




                                       50
<PAGE>   57



Indebtedness, before any Payment or Distribution is made to the Holders of the
Securities of such series or to the Trustee, except that the Trustee will have a
lien for the payment of its fees and expenses.

      In the event that, notwithstanding the foregoing, any Payment or
Distribution by the Company of any kind or character, whether in cash, property
or securities, prohibited by the foregoing, shall be received by the Trustee or
the Holders of the Junior Securities of any series before all Senior
Indebtedness is paid in full in cash, or provision is made for such payment to
the satisfaction of the holders thereof, and if such fact shall then have been
or thereafter be made known to a Trust Officer of the Trustee or, as the case
may be, such Holder, then and in such event such Payment or Distribution shall
be paid over or delivered to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, for application
to the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in cash, after giving effect to
any concurrent Payment or Distribution to or for the holders of such Senior
Indebtedness, and, until so delivered, the same shall be held in trust by any
Holder of a Junior Security as the property of the holders of Senior
Indebtedness.

      The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided in
Article Five shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section if such other Person shall, as a
part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Five. Nothing in this Section shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 7.06.

      The holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Holders of the Junior Securities
of any series, without incurring responsibility to the Holders of the Junior
Securities of such series and without impairing or releasing the obligations of
the Holders of the Junior Securities of such series hereunder to the holders of
Senior Indebtedness: (i) change the manner, place or terms of payment or change
or extend the time of payment of, or renew or alter, Senior Indebtedness, or
otherwise amend in any manner Senior Indebtedness or any instrument evidencing
the same or any agreement under which Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Indebtedness; (iii) release any Person liable in
any manner for the collection of Senior Indebtedness; and/or (iv) exercise or
refrain from exercising any rights against the Company and any other Person.





                                       51
<PAGE>   58

SECTION 11.03  Subrogation of Junior Securities.

       Subject to the payment in full in cash of all amounts then due (whether
by acceleration of the maturity thereof or otherwise) on account of all Senior
Indebtedness at the time outstanding, the Holders of the Junior Securities of
any series shall be subrogated to the rights of the holders of Senior
Indebtedness to receive Payments or Distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of (and premium, if any) and interest on the Securities shall be paid
in full; and, for the purposes of such subrogation, no Payments or Distributions
to the holders of Senior Indebtedness to which the Holders of the Junior
Securities of any series or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Junior
Securities of any series or the Trustee, shall, as between the Company, the
Company's creditors other than holders of Senior Indebtedness, and the Holders
of the Junior Securities of such series, be deemed to be a payment by the
Company to or on account of the Senior Indebtedness. It is understood that the
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Junior Securities of any
series, on the one hand, and the holders of Senior Indebtedness, on the other
hand.

       Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities of each series, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities of any series the
principal of (and premium, if any) and interest on the Securities of such series
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights o(pound) the
Holders of the Junior Securities of any series and creditors of the Company
other than the holders of Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the Holder of any Junior Security of any series
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

       Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 7.01, and the
Holders of the Junior Securities of any series shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which any
dissolution, winding up, liquidation or reorganization proceedings are pending,
or certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of the Junior Securities of such series, for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.




                                       52
<PAGE>   59



SECTION 11.04  Authorization by Holders of Junior Securities.

      Each holder of a Junior Security of any series by his acceptance thereof
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate, as between the Holder of the Junior
Security and the holders of Senior Indebtedness, the subordination provided in
this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes including, without limitation, to execute, verify, deliver and file any
proofs of claim which any holder of Senior Indebtedness may at any time require
in order to prove and realize upon any rights or claims pertaining to the
Securities and to effectuate the full benefit of the subordination contained
herein. Upon failure of the Trustee so to do, any such holder of Senior
Indebtedness shall be deemed to be irrevocably appointed the agent and
attorney-in-fact of the Holder to execute, verify, deliver and file any such
proofs of claim.

SECTION 11.05  Notices to Trustee.

      The Company shall give prompt written notice to the Trustee of any fact
known to it which would prohibit the making of any payment of moneys to or by
the Trustee in respect of the Junior Securities of any series pursuant to the
provisions of this Article. Notwithstanding the provisions of this Article or
any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee in respect of the Junior Securities of
any series pursuant to the provisions of this Article, unless and until a Trust
Officer of the Trustee shall have received at its Corporate Trust Office written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any trustee or agent therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 7.01, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if a Trust Officer of the Trustee shall not have received at least three
Business Days prior to the date upon which by the terms hereof any such moneys
may become payable for any purpose (including, without limitation, the payment
of the principal of (premium, if any) or interest on any Junior Security of any
series) with respect to such moneys the notice provided for in this Section,
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have the full power and authority to receive such moneys and to apply the
same to the purpose for which they were received and shall not be affected by
any notice to the contrary which may be received by it within three Business
Days prior to such date.

      The Trustee shall be entitled to rely conclusively on the delivery to it
of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Indebtedness or a trustee or agent
on behalf of any such holder. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such




                                       53
<PAGE>   60



Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

SECTION 11.06  Trustee's Relation to Senior Indebtedness.

      The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 7.13 or elsewhere in this Indenture shall deprive the
Trustee of any of its rights as such holder.

      With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not owe any fiduciary
duty to the holders of Senior Indebtedness and shall not be liable to any such
holder if it shall mistakenly pay over or distribute to Holders of the Junior
Securities of any series or the Company or any other Person money or assets to
which any holder of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

SECTION 11.07  No Impairment of Subordination.

      No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company,
the Trustee or the Holder of any of the Securities of any series or by any act,
or failure to act, in good faith, by any such holder of Senior Indebtedness, or
by any noncompliance by the Company, the Trustee or the Holder of any of the
Securities of any series with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.

SECTION 11.08  Article 11 Not To Prevent Events of Default.

      The failure to make a payment on account of principal of (premium, if
any) or interest on the Junior Securities of any series by reason of any
provision in this Article 11 shall not be construed as preventing the occurrence
of an Event of Default with respect to such series under Section 6.01.







                                       54
<PAGE>   61
SECTION 11.09  Paying Agents other than the Trustee.

      In any case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article 11 shall in such case (unless the context
shall otherwise require) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such Paying
Agent were named in this Article 11 in addition to or in place of the Trustee.

SECTION 11.10  Securities Senior to Subordinated Indebtedness.

      The indebtedness represented by the Securities of any series will be
senior and prior in right of payment to all Subordinated Indebtedness, to the
extent and in the manner provided in such Subordinated Indebtedness.

                                   ARTICLE 12

                                  SINKING FUND

SECTION 12.01  Mandatory and Optional Sinking Fund Payments.

      The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series, except as otherwise permitted or
required by any form of Security of a series issued pursuant to this Indenture.

      The minimum amounts of any sinking fund payments provided for by the
terms of Securities of any series are herein referred to as "mandatory sinking
fund payments", and any payments in excess of those minimum amounts provided for
by the terms of Securities of that series are herein referred to as "optional
sinking fund payments". If provided for by the terms of the 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 that series.

SECTION 12.02  Satisfaction of Sinking Fund Payments with Securities.

      The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series, as provided for by the
terms of that series (1) deliver to the Holders outstanding Securities of that
series (other than any of such Securities previously called for redemption or
any of such Securities by mandatory sinking fund payment in respect of which
cash shall have been released to the Company), (2) apply as a credit Securities
of that series which have been redeemed either at the election of the Company
pursuant to the terms of that series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that no Securities of such series have been previously so
credited and (3) apply as a credit Securities of that series which have been
converted or exchanged into shares of the Company's common stock or




                                       55
<PAGE>   62



Securities of another series pursuant to the terms of that series of Securities,
provided that such series of 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. If as a result of the delivery or credit of Securities
of any series in lieu of cash payments pursuant to this Section, the principal
amount of Securities of that series to be redeemed in order to exhaust the
aforesaid cash payment shall be less than $100,000, the Trustee need not call
Securities of that series for redemption, except upon the request of the
Company, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however, that
the Trustee or such Paying Agent shall at the request of the Company from time
to time pay over and deliver to the Company any cash payment so being held by
the Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Securities of that series purchase by the Company having an unpaid principal
amount equal to the cash payment requested to be released to the Company.

SECTION 12.03  Redemption of Securities for Sinking Funds.

      Not less than 60 days prior to each mandatory sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the mandatory 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 delivery or credit of Securities
pursuant to Section 12.02 hereof, and the optional amount, if any, to be added
in cash to the mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so credited and not theretofore delivered. If such
Officers' Certificate shall specify an optional amount to be added in cash to
the mandatory sinking fund payment, the Company shall thereupon be obligated to
pay the amount therein specified. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 3.02 hereof
and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 3.03 hereof.

                                   ARTICLE 13

                                  MISCELLANEOUS

SECTION 13.01  Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provisions shall control.




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SECTION 13.02  Notices.

      Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, or
first class mail, postage prepaid (except that any notice by the Trustee to the
Company of a default or an Event of Default under this Indenture shall be by
registered or certified mail, postage prepaid, return receipt requested), or by
a nationally-recognized overnight express courier service (which notices or
communications shall be deemed received the business day after the receipt
thereof by such service), addressed as follows:

                  if to the Company:

                  National Health Investors, Inc.
                  100 Vine Street
                  Suite 1402
                  Murfreesboro, Tennessee 37130
                  Attention: President

                  with a copy to:

                  Harwell, Howard, Hyne, Gabbert & Manner, P.C.
                  P.O. Box 190620
                  Nashville, TN 37219
                  Attention: Ernest E. Hyne II, Esq.

                  if to the Trustee:

                  U.S. Bank Trust National Association
                  180 East 5th Street
                  St. Paul, Minnesota  55101
                  Attention: Corporate Trust Administration

      The Company or the Trustee by notice to the other may designate
additional or different addresses as shall be furnished in writing by either
party. Any notice or communication to the Company or the Trustee shall be deemed
to have been given or made as of the date so delivered if personally delivered,
and five (5) calendar days after mailing\if sent by registered or certified mail
(except that a notice of change of address shall not be deemed to have been
given until actually received by the addressee).

      Any notice or communication mailed to a Securityholder shall be mailed to
the address of such Securityholder as it appears on the registration books of
the Registrar and shall be sufficiently given if so mailed within the time
prescribed. Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its




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sufficiency with respect to other Securityholders. If a notice or communication
is mailed in the manner provided above, it is duly given, whether or not the
addressee receives it.

      In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice, as required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

      If the Company mails any notice or communication to Securityholders, it
shall mail a copy to the Trustee and all Agents at the same time.

SECTION 13.03 Communications by Holders with Other Holders.

Securityholders of any series may communicate pursuant to TIA ss.312(b) with
other Securityholders of such series with respect to their rights under this
Indenture or the Securities of such series. The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA ss. 312(c).

SECTION 13.04  Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

      (1) an Officers' Certificate (which shall include the statements set
forth in Section 13.05) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

      (2) an Opinion of Counsel (which shall include the statements set forth
in Section 13.05) stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

SECTION 13.05  Statements Required in Certificate and Opinion.

      Each Certificate and Opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

      (1) a statement that the Person making such certificate or opinion has
read such covenant or condition;

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




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

      (4) a statement as to whether or not, in the opinion of such Person, such
covenant or condition has been complied with.

SECTION 13.06  Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by or at a meeting of
Securityholders. The Registrar, Paying Agent or Conversion Agent may make
reasonable rules for its functions.

SECTION 13.07  Record Date.

      Whenever the Company or the Trustee solicits an act of Securityholders of
any series, the Company or the Trustee may fix in advance of the solicitation of
such act a date as the record date for determining Securityholders of such
series entitled to perform said act. The record date shall be not more than 15
days prior to the date fixed for the solicitation of said act.

SECTION 13.08  Legal Holidays.

      A "Legal Holiday" is a Saturday, a Sunday or a day on which banks or
trust companies in the city in which either the Trustee or the Company is
located are not required to be open. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.

SECTION 13.09  Governing Law.

      The laws of the State of New York shall govern this Indenture and the
Securities without regard to principles of conflicts of law.

SECTION 13.10  No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

SECTION 13.11  No Recourse Against Others.

      No shareholder, director or officer, as such, past, present or future, of
the Company or of any successor corporation or trust shall have any liability
for any obligation of the Company under the Securities or the Indenture or for
any claim based




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on, in respect of or by reason of, such obligations or their creation. Each
Holder of a Security of any series by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of the Securities.

SECTION 13.12  Successors.

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

SECTION 13.13  Multiple Counterparts.

      The parties may sign multiple counterparts of this Indenture. Each signed
counterpart shall be deemed an original, but all of them together represent the
same agreement.

SECTION 13.14  Table of Contents, Headings etc.

      The table of contents, cross-reference sheet and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.

SECTION 13.15  Severability.

      In case any provision in this Indenture or in the Securities of any
series 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, and a Holder shall have no claim therefor against any party
hereto.




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



                                           NATIONAL HEALTH INVESTORS, INC.


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



                                           U.S. BANK TRUST NATIONAL ASSOCIATION,
                                           as Trustee


                                           By:
                                              ----------------------------------
                                              Authorized Officer




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