<PAGE>   1
                                                                 EXHIBIT (4)(a)

                          CMS PANHANDLE HOLDING COMPANY
            (TO BE MERGED WITH AND INTO THE GUARANTOR AND SUCCESSOR),
                                    as Issuer


                      PANHANDLE EASTERN PIPE LINE COMPANY,
                                  as Guarantor


                                       AND


                                    NBD BANK,
                                   as Trustee


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



                                    INDENTURE

                           Dated as of March 29, 1999



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



                               Debt Securities and
                           Guaranteed Debt Securities







                   
<PAGE>   2



                             CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>

    Section of
Trust Indenture Act                                                                    Section of
of 1939, as amended                                                                    Indenture 
-------------------                                                                    --------- 

<S>                                                                                 <C> 
310(a)..........................................................................    7.09
310(b)..........................................................................    7.08
                                                                                    7.10
310(c)..........................................................................    Inapplicable
311(a)..........................................................................    7.13(a)
311(b)..........................................................................    7.13(b)
311(c)..........................................................................    Inapplicable
5.02(a)
312(b)..........................................................................    5.02(b)
312(c)..........................................................................    5.02(c)
313(a)..........................................................................    5.04(a)
313(b)..........................................................................    5.04(b)
313(c)..........................................................................    5.04(a)
                                                                                    5.04(b)
313(d)..........................................................................    5.04(c)
314(a)..........................................................................    5.03
314(b)..........................................................................    Inapplicable
314(c)..........................................................................    13.06
314(d)..........................................................................    Inapplicable
314(e)..........................................................................    13.06
314(f)..........................................................................    Inapplicable
315(a)..........................................................................    7.01(a)
                                                                                    7.02
315(b)..........................................................................    6.07
315(c)..........................................................................    7.01
315(d)..........................................................................    7.01(b)
                                                                                    7.01(c)
315(e)..........................................................................    6.07
316(a)..........................................................................    6.06
                                                                                    8.04

316(b)..........................................................................    6.04
316(c)..........................................................................    8.01
</TABLE>


--------
*        This Cross-Reference Table does not constitute part of the Indenture
         and shall not have any bearing on the interpretation of any of its
         terms or provisions.

                                        i


<PAGE>   3
<TABLE>

<S>                                                                                <C>
317(a)..........................................................................    6.02
317(b)..........................................................................    4.03
318(a)..........................................................................    13.08
</TABLE>

                                       ii

<PAGE>   4



                               TABLE OF CONTENTS*
<TABLE>
<CAPTION>



                                                                                 Page
                                                                                 ----


<S>                                                                                <C>
PARTIES..............................................................................      1

RECITALS.............................................................................      1


                                   ARTICLE I.

                                   DEFINITIONS

SECTION 1.01      Definitions of Terms...............................................      1

                                   ARTICLE II.

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

SECTION 2.01      Designation and Terms of Securities................................      6
SECTION 2.02      Form of Securities and Trustee's Certificate.......................      8
SECTION 2.03      Denominations:  Provisions for Payment.............................      9
SECTION 2.04      Execution and Authentications......................................     10 
SECTION 2.05      Registration of Transfer and Exchange..............................     11
SECTION 2.06      Temporary Securities...............................................     12
SECTION 2.07      Mutilated, Destroyed, Lost or Stolen Securities....................     13
SECTION 2.08      Cancellation.......................................................     14
SECTION 2.09      Benefits of Indenture..............................................     14
SECTION 2.10      Authenticating Agent...............................................     14
SECTION 2.11      Global Securities..................................................     15
SECTION 2.12      Unconditional Guarantees...........................................     16
SECTION 2.13      Execution of Guarantee.............................................     18
SECTION 2.14      Consummation of the Merger; Assumption by the Company;
                  Release of the Guarantees..........................................     18
</TABLE>


                                  ARTICLE III.

            REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS
--------
*        This Table of Contents does not constitute part of the Indenture and
         shall not have any bearing upon the interpretation of any of its terms
         or provisions.


<PAGE>   5

<TABLE>
<CAPTION>





<S>               <C>                                                                    <C>
SECTION 3.01      Redemption.........................................................     19
SECTION 3.02      Notice of Redemption...............................................     19
SECTION 3.03      Payment Upon Redemption............................................     20
SECTION 3.04      Sinking Fund.......................................................     21 
SECTION 3.05      Satisfaction of Sinking Fund Payments with Debt Securities.........     21
SECTION 3.06      Redemption of Debt Securities for Sinking Fund.....................     21

                                   ARTICLE IV.

                                CERTAIN COVENANTS

SECTION 4.01      Payment of Principal, Premium and Interest.........................     22
SECTION 4.02      Maintenance of Office or Agency....................................     22
SECTION 4.03      Paying Agents......................................................     22
SECTION 4.04      Appointment to Fill Vacancy in Office of Trustee...................     24
SECTION 4.05      Compliance with Consolidation Provisions...........................     24
SECTION 4.06      Statements Regarding Default.......................................     25

                                   ARTICLE V.

                       SECURITYHOLDERS' LISTS AND REPORTS
                          BY THE ISSUER AND THE TRUSTEE

SECTION 5.01      Issuer to Furnish Trustee Names and Addresses of Securityholders...     25
SECTION 5.02      Preservation of Information; Communications With Securityholders...     26
SECTION 5.03      Reports by the Guarantor...........................................     26
SECTION 5.04      Reports by the Trustee.............................................     27

                                   ARTICLE VI.

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

SECTION 6.01      Events of Default..................................................     27
SECTION 6.02      Collection of Indebtedness and Suits for Enforcement by Trustee....     29
SECTION 6.03      Application of Moneys Collected....................................     31
SECTION 6.04      Limitation on Suits................................................     31
SECTION 6.05      Rights and Remedies Cumulative; Delay or Omission Not Waiver.......     32
SECTION 6.06      Control by Securityholders.........................................     33
SECTION 6.07      Undertaking to Pay Costs...........................................     33
</TABLE>



                                       ii

<PAGE>   6

<TABLE>
<CAPTION>




                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE

<S>              <C>                                                                     <C>
SECTION 7.01      Certain Duties and Responsibilities of Trustee.....................     34
SECTION 7.02      Certain Rights of Trustee..........................................     35
SECTION 7.03      Trustee Not Responsible for Recitals or Issuance or Securities.....     36
SECTION 7.04      May Hold Securities................................................     37
SECTION 7.05      Moneys Held in Trust...............................................     37
SECTION 7.06      Compensation and Reimbursement.....................................     37
SECTION 7.07      Reliance on Officers' Certificate..................................     38
SECTION 7.08      Disqualification; Conflicting Interests............................     38
SECTION 7.09      Corporate Trustee Required; Eligibility............................     38
SECTION 7.10      Resignation and Removal; Appointment of Successor..................     38
SECTION 7.11      Acceptance of Appointment By Successor.............................     40
SECTION 7.12      Merger, Conversion, Consolidation or Succession to Business........     41
SECTION 7.13      Preferential Collection of Claims Against the Issuer...............     42

                                  ARTICLE VIII.

                         CONCERNING THE SECURITYHOLDERS

SECTION 8.01      Evidence of Action by Securityholders..............................     42
SECTION 8.02      Proof of Execution by Securityholders..............................     42
SECTION 8.03      Who May be Deemed Owners...........................................     43
SECTION 8.04      Certain Securities Owned by Issuer or Guarantor Disregarded........     43
SECTION 8.05      Actions Binding on Future Securityholders..........................     44

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

SECTION 9.01      Supplemental Indentures Without the Consent of Securityholders.....     44
SECTION 9.02      Supplemental Indentures With Consent of Securityholders............     45
SECTION 9.03      Effect of Supplemental Indentures..................................     46
SECTION 9.04      Securities Affected by Supplemental Indentures.....................     47
SECTION 9.05      Execution of Supplemental Indentures...............................     47
</TABLE>

                                       iii

<PAGE>   7




                                   ARTICLE X.

                                   [RESERVED]


                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE
<TABLE>
<CAPTION>


<S>               <C>                                                                   <C>
SECTION 11.01     Satisfaction and Discharge of Indenture............................     48
SECTION 11.02     Legal Defeasance; Covenant Defeasance..............................     48
SECTION 11.03     Deposited Moneys to be Held in Trust...............................     51
SECTION 11.04     Payment of Moneys Held by Paying Agents............................     51
SECTION 11.05     Repayment to Issuer................................................     51

                                  ARTICLE XII.

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

SECTION 12.01     No Recourse........................................................     52

                                  ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

SECTION 13.01     Effect on Successors and Assigns...................................     53
SECTION 13.02     Actions by Successor...............................................     53
SECTION 13.03     Surrender of Issuer Powers.........................................     53
SECTION 13.04     Notices............................................................     53
SECTION 13.05     Governing Law......................................................     53
SECTION 13.06     Treatment of Debt Securities as Debt...............................     54
SECTION 13.07     Compliance Certificates and Opinions...............................     54
SECTION 13.08     Payments on Business Days..........................................     54
SECTION 13.09     Conflict with Trust Indenture Act..................................     54
SECTION 13.10     Counterparts.......................................................     55
SECTION 13.11     Separability.......................................................     55
SECTION 13.12     Assignment.........................................................     55
</TABLE>

                                       iv

<PAGE>   8



                  INDENTURE, dated as of March 29, 1999, among CMS Panhandle
Holding Company, a Michigan corporation (the "Issuer"), Panhandle Eastern Pipe
Line Company, a Delaware corporation (the "Guarantor" or the "Company"), and NBD
Bank, as trustee (the "Trustee"):

                  WHEREAS, for its lawful corporate purposes, the Issuer has
duly authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured debt securities (hereinafter referred to as the "Debt
Securities"), in an unlimited aggregate principal amount to be issued from time
to time in one or more series as in this Indenture provided, as registered Debt
Securities without coupons, to be authenticated by the certificate of the
Trustee;

                  WHEREAS, for its lawful corporate purposes, the Guarantor has
duly authorized the execution and delivery of this Indenture and deems it
appropriate from time to time to issue its guarantee of the Securities on the
terms herein provided (the "Guarantees"; the Debt Securi ties, together with any
Guarantees in respect thereof, the "Securities"), until the consummation of a
merger of the Issuer with and into the Company (the "Merger");

                  WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the assumption of all rights and obligations of the Issuer under
this Indenture upon consumma tion of the Merger;

                  WHEREAS, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the Issuer and the
Guarantor have duly authorized the execution of this Indenture; and

                  WHEREAS, all things necessary to make this Indenture a valid
agreement of the Issuer and the Guarantor, in accordance with its terms, have
been done.

                  NOW, THEREFORE, in consideration of the premises and the
purchase of the Securities by the holders thereof, it is mutually covenanted and
agreed as follows for the equal and ratable benefit of the holders of
Securities:


                                   ARTICLE I.

                                   DEFINITIONS

                  SECTION 1.1 Definitions of Terms.

                  The terms defined in this Section (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section and shall include the plural
as well as the singular. All other terms used in this Indenture that are

                                        v



<PAGE>   9



defined in the Trust Indenture Act of 1939, as amended, or that are by reference
in such Act defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

                  "Affiliate" means, with respect to a specified Person, any
Person directly or indirectly controlling, controlled by, or under common
control with the specified Person.

                  "Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Securities appointed with respect to all
or any series of the Securities by the Trustee pursuant to Section 2.10.

                  "Bankruptcy Law" means Title 11, U.S. Code, or any similar 
federal or state law for the relief of debtors.

                  "Board of Directors" means the Board of Directors of the
Issuer or the Guarantor, as the case may be, or any duly authorized committee of
such Board.

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

                  "Business Day" means, with respect to any series of
Securities, a business day on which banking institutions in the Borough of
Manhattan, the City of New York, the City of Detroit, Michigan or Chicago,
Illinois are not authorized or required by law, or regulation to close.

                  "Company" means the Guarantor.

                  "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 hereof is located at 611 Woodward Ave.,
Detroit, Michigan 48226.

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

                  "Debt Securities" means the debt securities authenticated and
delivered under this Indenture.

                  "Default" means any event, act or condition that with notice
or lapse of time, or both, would constitute an Event of Default.


                                       vi



<PAGE>   10



                  "Depositary" means, with respect to Securities of any series,
for which the Issuer shall determine that all or some part of such Securities
will be represented by one or more Global Securities, The Depository Trust
Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), or other applicable statute or regulation,
which, in each case, shall be designated by the Issuer pursuant to either
Section 2.01 or 2.11.

                  "Event of Default" means, with respect to Securities of a
particular series any event specified in Section 6.01, continued for the period
of time, if any, therein designated.

                  "Global Security" means, with respect to any series of
Securities, a Security executed by the Issuer and delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.

                  "Guarantee" means the agreement of the Guarantor, in the form
set forth in Section 2.12 hereof, to be endorsed on the Debt Securities
authenticated and delivered under this Indenture.

                  "Guarantor" means Panhandle Eastern Pipe Line Company, a
corporation duly organized and existing under the laws of the State of Delaware
and, subject to the provisions of Article X, shall also include its successors
and assigns.

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

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into in accordance with the terms hereof.

                  "Interest Payment Date", when used with respect to any
installment of interest on a Debt Security of a particular series, means the
date specified in such Debt Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Debt Securities of that series is due
and payable.

                  "Issuer" means CMS Panhandle Holding Company, a corporation
duly organized and existing under the laws of the State of Michigan, and,
subject to the provisions of Article X, shall also include its successors and
assigns.

                  "Officers' Certificate" means a certificate signed by one of
the Chairman, the President, any Vice President (whether or not designated by a
number or numbers or a word or words added before or after the title "Vice
President"), and by the Chief Financial Officer,

                                      vii

<PAGE>   11



Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary of
the Issuer or the Guarantor, as the case may be, that is delivered to the
Trustee in accordance with the terms hereof; provided, that no individual shall
be entitled to sign in more than one capacity. Each such certificate shall
include the statements provided for in Section 13.07, if and to the extent
required by the provisions thereof.

                  "Opinion of Counsel" means an opinion in writing of legal
counsel, who may be an employee of or counsel for the Issuer or the Guarantor,
as the case may be, that is delivered to the Trustee in accordance with the
terms hereof. Each such opinion shall include the statements provided for in
Section 13.07, if and to the extent required by the provisions thereof.

                  "Outstanding", when used with reference to Debt Securities of
any series, means, subject to the provisions of Section 8.04, as of any
particular time, all Debt Securities of that series theretofore authenticated
and delivered by the Trustee under this Indenture, except (a) Debt Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the
Trustee or any paying agent for cancellation or that have previously been
canceled; (b) Debt Securities or portions thereof for the payment or redemption
of which moneys or U.S. Government Obligations in the necessary amount shall
have been deposited in trust with the Trustee or with any paying agent (other
than the Issuer) or shall have been set aside and segregated in trust by the
Issuer (if the Issuer shall act as its own paying agent); provided, however,
that if such Debt Securities or portions of such Debt Securities are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article Three provided, or provision satisfactory to the
Trustee shall have been made for giving such notice; and (c) Debt Securities in
lieu of or in substitution for which other Debt Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07.

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

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt and guarantee as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.07 in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt as the lost, destroyed or stolen Security.

                  "Responsible Officer" when used with respect to the Trustee
means the Chairman of the Board of Directors of the Trustee, any Vice Chairman
of the Board of Directors of the Trustee, the Chairman of the Trust Committee,
the Chairman of the Executive Committee, any Vice Chairman of the Executive
Committee, the President, any Vice President, the Secretary, the Treasurer, any
trust officer, any corporate trust officer or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the Persons who at


                                      viii

<PAGE>   12



the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

                  "Securities" means any Debt Securities and any Guarantee 
endorsed thereon.

                  "Securityholder", "holder of Securities", "registered holder",
or other similar term, means the Person or Persons in whose name or names a
particular Security shall be registered on the books of the Issuer kept for that
purpose in accordance with the terms of this Indenture.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation at least a majority of whose outstanding Voting Stock shall at the
time be owned, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned by
such Person, or by one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries and (iii) any limited partnership of which such Person
or any of its Subsidiaries is a general partner.

                  "Trustee" means NBD Bank, and, subject to the provisions of
Article VII, shall also include its successors and assigns, and, if at any time
there is more than one Person acting in such capacity hereunder, "Trustee" shall
mean each such Person. The term "Trustee" as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in
effect at the date of execution of this instrument.

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


                                       ix

<PAGE>   13



                  "Voting Stock", as applied to stock of any Person, means
shares, interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.


                                   ARTICLE II.

                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

                  SECTION 2.1 Designation and Terms of Securities.

                  (a) The aggregate principal amount of Debt Securities that may
be authenticated and delivered under this Indenture is unlimited. The Debt
Securities may be issued in one or more series up to the aggregate principal
amount of Debt Securities of that series from time to time authorized by or
pursuant to a Board Resolution of the Issuer or pursuant to one or more
indentures supplemental hereto. Prior to the initial issuance of Debt Securities
of any series, there shall be established in or pursuant to a Board Resolution
of the Issuer, and set forth in an Officers' Certificate of the Issuer, or
established in one or more indentures supplemental hereto:

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

                  (2) any limit upon the aggregate principal amount of the Debt
         Securities of that series that may be authenticated and delivered under
         this Indenture (except for Debt Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Debt Securities of that series);

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

                  (4) the rate or rates at which the Debt Securities of the
         series shall bear interest or the manner of calculation of such rate or
         rates, if any;

                  (5) the date or dates from which such interest shall accrue,
         the Interest Payment Dates on which such interest will be payable or
         the manner of determination of such Interest Payment Dates and the
         record date for the determination of holders to whom interest is
         payable on any such Interest Payment Dates;


                                       x

<PAGE>   14



                  (6) the right, if any, to extend the interest payment periods
         and the duration of such extension;

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

                  (8) the obligation, if any, of the Issuer to redeem or
         purchase Debt Securities of the series pursuant to any sinking fund or
         analogous provisions (including payments made in cash in participation
         of future sinking fund obligations) or at the option of a holder
         thereof and the period or periods within which, the price or prices at
         which, and the terms and conditions upon which, Debt Securities of the
         series shall be redeemed or purchased, in whole or in part, pursuant to
         such obligation;

                  (9) the subordination terms of the Debt Securities of the 
         series, if any;

                  (10) the form of the Debt Securities of the series including
         the form of the Certificate of Authentication for such series;

                  (11) if other than denominations of one thousand U.S. dollars
         ($1,000) or any integral multiple thereof, the denominations in which
         the Debt Securities of the series shall be issuable;

                  (12) any and all other terms with respect to such series
         (which terms shall not be inconsistent with the terms of this
         Indenture) including any terms which may be required by or advisable
         under United States laws or regulations or advisable in connection with
         the marketing of Debt Securities of that series;

                  (13) whether all or some part of the Debt Securities can be
         represented by one or more Global Securities and, in such case, the
         identity for the Depositary for such series;

                  (14) whether the Debt Securities will be convertible into
         shares of common stock or other securities of the Issuer and, if so,
         the terms and conditions upon which such Debt Securities will be so
         convertible, including the conversion price and the conversion period;

                  (15) if other than the principal amount thereof, the portion
         of the principal amount of Debt Securities of the series which shall be
         payable upon declaration of acceleration of the maturity thereof
         pursuant to Section 6.01;

                  (16) any additional or different Events of Default or
         restrictive covenants provided for with respect to the Debt Securities
         of the series;

                                       xi

<PAGE>   15




                  (17) whether the Debt Securities will vote as a class with one
         or more series of Outstanding Securities under the Indenture, for
         purposes of Sections 6.06(b) and 9.02 hereof;

                  (18) any provisions granting special rights to holders when a
         specified event occurs; and

                  (19) any special tax implications of the notes, including
         provisions for original issue discount securities, if offered.

                  All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to any such Board Resolution or in any indentures supplemental
hereto.

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

                  Debt Securities of any particular series may be issued at
various times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or different
methods by which rates of interest may be determined, with different dates on
which such interest may be payable and with different redemption dates.

                  (b) Prior to the issuance of any of the Guarantees, the exact
form and terms of such Guarantees, which shall comply with the terms of Section
2.12 hereof and contain such additional terms as are permitted by this
Indenture, shall be established by an Officers' Certificate of the Guarantor or
in an indenture supplemental hereto.

                  SECTION 2.2 Form of Securities and Trustee's Certificate.

                  The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution of the Issuer and as set forth in an Officers'
Certificate of the Issuer and the Guarantor, and may have such letters, numbers
or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Issuer may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which Securities
of that series may be listed, or to conform to usage.


                                      xii

<PAGE>   16



                  SECTION 2.3  Denominations:  Provisions for Payment.

                  The Securities shall be issuable as registered Securities and
in the denominations of one thousand U.S. dollars ($1,000) or any integral
multiple thereof, subject to Section 2.01(10). The Securities of a particular
series shall bear interest payable on the dates and at the rate specified with
respect to that series. The principal of and the interest on the Securities of
any series, as well as any premium thereon in case of redemption thereof prior
to maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Issuer maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

                  The interest installment on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.03.

                  Any interest on any Security that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same series (herein called "Defaulted Interest") shall
forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest
shall be paid by the Issuer, at its election, as provided in clause (1) or
clause (2) below:

                  (1) The Issuer may make payment of any Defaulted Interest on
         Securities to the Persons in whose names such Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a special record date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner: the Issuer
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Security and the date of the proposed
         payment, and at the same time the Issuer shall deposit with the Trustee
         an amount of money equal to the aggregate amount proposed to be paid in
         respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall not be more than
         15 nor less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment. The Trustee shall promptly notify the Issuer of
         such special record date and, in the name and at the expense of the

                                      xiii

<PAGE>   17



         Issuer, shall cause notice of the proposed payment of such Defaulted
         Interest and the special record date therefor to be mailed, first class
         postage prepaid, to each Securityholder at his or her address as it
         appears in the Security Register (as hereinafter defined), not less
         than 10 days prior to such special record date. Notice of the proposed
         payment of such Defaulted Interest and the special record date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Persons in whose names such Securities (or their respective
         Predecessor Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (2).

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

                  Unless otherwise set forth in a Board Resolution of the Issuer
or one or more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term "regular record
date" as used in this Section with respect to a series of Securities with
respect to any Interest Payment Date for such series shall mean either the
fifteenth day of the month immediately preceding the month in which an Interest
Payment Date established for such series pursuant to Section 2.01 hereof shall
occur, if such Interest Payment Date is the first day of a month, or the last
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.

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

                  SECTION 2.4  Execution and Authentications.

                  The Debt Securities shall be signed on behalf of the Issuer
by, and any Guarantees endorsed thereon shall be signed on behalf of the
Guarantor by, its Chairman, its President, any Vice President (whether or not
designated by a number or numbers or a word or words added before or after the
title "Vice President"), its Treasurer, or an Assistant Treasurer, and attested
by the Secretary or an Assistant Secretary. Signatures may be in the form of a
manual or facsimile signature. The Issuer and the Guarantor may use the
facsimile signature of any Person who shall have been a Chairman, President,
Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
thereof, notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such Person shall have ceased to be
the Chairman,


                                      xiv


<PAGE>   18



President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary, of the Issuer or the Guarantor, as the case may be. The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication by the Trustee.

                  A Security shall not be valid until authenticated manually by
an authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver Securities of any series
executed by the Issuer and the Guarantor to the Trustee for authentication,
together with a written order of the Issuer for the authentication and delivery
of such Securities, signed by its Chairman, President or any Vice President and
its Secretary or any Assistant Secretary, and the Trustee in accordance with
such written order shall authenticate and deliver such Securities.

                  In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.

                  The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

                  SECTION 2.5  Registration of Transfer and Exchange.

                  (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Issuer designated for such
purpose in the Borough of Manhattan, the City and State of New York, for other
Securities of such series of authorized denominations, and for a like aggregate
principal amount, upon payment of a sum sufficient to cover any tax or other
governmental charge in relation thereto, all as provided in this Section. In
respect of any Securities so surrendered for exchange, the Issuer shall execute,
the Trustee shall authenticate and such office or agency shall deliver in
exchange therefor the Security or Securities of the same series that the
Securityholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding.

                  (b) The Issuer shall keep, or cause to be kept, at its office
or agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Issuer a register or
registers (herein referred to as the

                                       xv

<PAGE>   19



"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times shall
be open for inspection by the Trustee. The registrar for the purpose of
registering Securities and transfer of Securities as herein provided shall be
appointed as authorized by Board Resolution (the "Security Registrar").

                  Upon surrender for transfer of any Security at the office or
agency of the Issuer designated for such purpose, the Issuer shall execute, the
Trustee shall authenticate and such office or agency shall deliver in the name
of the transferee or transferees a new Security or Securities of the same series
as the Security presented for a like aggregate principal amount.

                  All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Issuer or the Security Registrar) by a written instrument or
instruments of transfer, in form satisfactory to the Issuer or the Security
Registrar, duly executed by the registered holder or by such holder's duly
authorized attorney in writing.

                  (c) No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new Securities in case of
partial redemption of any series, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, the second paragraph of Section
3.03 and Section 9.04 not involving any transfer.

                  (d) The Issuer shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
less than all the Outstanding Securities of the same series and ending at the
close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for
redemption. The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof.

                  SECTION 2.6  Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Issuer and the Guarantor may execute, and the Trustee shall
authenticate and deliver, temporary Securities (printed, lithographed or
typewritten) of any authorized denomination. Such temporary Securities shall be
substantially in the form of the definitive Securities in lieu of which they are
issued, but with such omissions, insertions and variations as may be appropriate
for temporary Securities, all as may be determined by the Issuer. Every
temporary Security of any series shall be executed by the Issuer and, if
applicable, the Guarantor, and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities of such series. Without unnecessary delay the Issuer and,
if applicable, the Guarantor, will execute and will furnish definitive
Securities of such series and thereupon any or

                                      xvi

<PAGE>   20



all temporary Securities of such series may be surrendered in exchange therefor
(without charge to the holders), at the office or agency of the Issuer
designated for the purpose in the Borough of Manhattan, the City and State of
New York, and the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of such series, unless the Issuer advises the
Trustee to the effect that definitive Securities need not be executed and
furnished until further notice from the Issuer. Until so exchanged, the
temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and
delivered hereunder.

                  SECTION 2.7  Mutilated, Destroyed, Lost or Stolen Securities.

                  In case any temporary or definitive Security shall become
mutilated or be destroyed, lost or stolen, the Issuer and, if applicable, the
Guarantor (subject to the next succeeding sentence) shall execute, and upon the
Issuer's request the Trustee (subject as aforesaid) shall authenticate and
deliver, a new Security of the same series, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Issuer, the Guarantor (if applicable) and the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer, the Guarantor (if applicable) and the Trustee evidence to their
satisfaction of the destruction, loss or theft of the applicant's Security and
of the ownership thereof. The Trustee may authenticate any such substituted
Security and deliver the same upon the written request or authorization of any
officer of the Issuer. Upon the issuance of any substituted Security, the Issuer
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.
In case any Security that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Security) if the applicant for such
payment shall furnish to the Issuer, the Guarantor (if applicable) and the
Trustee such security or indemnity as they may require to save them harmless,
and, in case of destruction, loss or theft, evidence to the satisfaction of the
Issuer, the Guarantor (if applicable) and the Trustee of the destruction, loss
or theft of such Security and of the ownership thereof.

                  Every replacement Security issued pursuant to the provisions
of this Section shall constitute an additional contractual obligation of the
Issuer or the Guarantor, as the case may be, whether or not the mutilated,
destroyed, lost or stolen Security shall be found at any time, or be enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of the same series duly
issued hereunder. All Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities, and
shall preclude (to the extent lawful) any and all other rights or remedies,


                                      xvii
<PAGE>   21



notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

                  SECTION 2.8  Cancellation.

                  All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer shall, if surrendered to the
Issuer, the Guarantor or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and
no Securities shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On request of the Issuer
at the time of such surrender, the Trustee shall deliver to the Issuer canceled
Securities held by the Trustee. In the absence of such request the Trustee may
dispose of canceled Securities in accordance with its standard procedures and
deliver a certificate of disposition to the Issuer. If the Issuer or the
Guarantor shall otherwise acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

                  SECTION 2.9  Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give or be construed to give to any Person, other than the
parties hereto and the holders of the Securities any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders
of the Securities.

                  SECTION 2.10 Authenticating Agent.

                  So long as any of the Securities of any series remain
Outstanding there may be an Authenticating Agent for any or all such series of
Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each Authenticating
Agent shall be acceptable to the Issuer and shall be a corporation that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by Federal or State authorities. If at any time any
Authenticating Agent shall cease to be eligible in accordance with these
provisions, it shall resign immediately.


                                     xviii


<PAGE>   22



                  Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Issuer. The Trustee may
at any time (and upon request by the Issuer shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Issuer. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Issuer. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

                  SECTION 2.11 Global Securities.

                  (a) If the Issuer shall establish pursuant to Section 2.01
that all or some part of the Securities of a particular series can be
represented by one or more Global Securities, then the Issuer shall execute and
the Trustee shall, in accordance with Section 2.04, authenticate and deliver,
Global Securities that (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, such Securities of such
series, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary."

                  (b) Notwithstanding the provisions of Section 2.05, a Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Issuer or to a nominee of such successor Depositary.

                  (c) If at any time the Depositary for a series of the
Securities notifies the Issuer that it is unwilling or unable to continue as
Depositary for such series or if at any time the Depositary for such series
shall no longer be registered or in good standing under the Exchange Act, or
other applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Issuer within 90 days after the Issuer receives
such notice or becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Securities of such series and the
Issuer will execute, and subject to Section 2.05, the Trustee will authenticate
and deliver Securities of such series which has been represented by Global
Securities in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Securities of such series in exchange for such Global
Securities. In addition, the Issuer may at any time determine that the
Securities of any series shall no longer be represented by Global Securities and
that the provisions of this Section 2.11 shall no longer apply to the Securities
of such series. In such event the Issuer and the Guarantor will execute and
subject to Section 2.05, the Trustee, upon receipt of an Officers' Certificate
evidencing such determination by the Issuer, will authenticate

                                      xix

<PAGE>   23



and deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Securities of such series in exchange for
such Global Securities. Upon the exchange of the Global Securities for such
Securities in definitive registered form without coupons, in authorized
denominations, the Global Securities shall be canceled by the Trustee. An entire
Global Note may be exchanged for certificated notes if there shall have occurred
and be continuing a Default or an Event of Default. Such Securities in
definitive registered form issued in exchange for the Global Securities pursuant
to this Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.

                  SECTION 2.12 Unconditional Guarantees.

                               (FORM OF GUARANTEE)

                  FOR VALUE RECEIVED, the Guarantor, hereby irrevocably and
unconditionally guarantees to the registered holder of this Debt Security upon
which this Guarantee is endorsed that: (i) principal of, premium, if any,
interest and any other payments on said security will be promptly paid in full
when due, subject to any applicable grace period, whether on the stated
maturity, on an interest payment date, by acceleration, by call for redemption,
upon repurchase or purchase pursuant to the Indenture referred to therein or
otherwise, and interest on the overdue principal and premium, if any, and
interest on any interest or any other payment, to the extent lawful (in each
case including interest accruing on or after filing of any petition in
bankruptcy or reorganization relating to the Issuer or the Guarantor, whether or
not a claim for post-filing interest is allowed in each proceeding) and all
other obligations of the Issuer to the registered holder of this Debt Security
under this Debt Security or the Indenture will be promptly paid in full when due
or performed, all in accordance with the terms hereof and thereof; and (ii) in
case of any extension of time of payment or renewal of said Debt Security or of
any such other obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at maturity, on an interest payment date,
by acceleration, required repurchase or otherwise.

                  The Guarantor hereby agrees that its obligations hereunder
shall be as if it were principal debtor and not merely surety, and shall be
absolute and unconditional, irrespective of, and unaffected by, any invalidity,
irregularity or unenforceability of this Debt Security or the Indenture, any
failure to enforce the provisions of this Debt Security or the Indenture, any
waiver, modification or indulgence granted to the Issuer with respect thereto by
the holders of this Debt Security or the Trustee, or any other circumstance
which may otherwise constitute a legal discharge of a surety or guarantor;
provided that, notwithstanding the foregoing, no such waiver, modification,
indulgence or circumstance shall without the written consent to the Guarantor
increase the principal amount of this Debt Security or the interest rate thereon
or

                                       xx

<PAGE>   24



change the currency of payment with respect to this Debt Security, or alter the
stated maturity thereof. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of the Issuer, to require that the Trustee pursue or exhaust its
legal or equitable remedies against the Issuer prior to exercising its rights
under the Guarantee (including, for the avoidance of doubt, any right which the
Guarantor may have to require the seizure and sale of the assets of the Issuer
to satisfy the outstanding principal of, interest on or any other amount payable
under this Debt Security prior to recourse against the Guarantor or its assets),
protest or notice with respect to this Debt Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that, except as
otherwise set forth below and in the Indenture, the Guarantee of the Guarantor
will not be discharged with respect to this Debt Security except by payment in
full of the principal thereof, premium, if any, any interest thereon and all
other amounts payable thereunder. If at any time while this Guarantee remains in
effect any payment of principal of and interest on this Debt Security is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of the Issuer, the Guarantor's obligations
hereunder with respect to such payment shall be reinstated as of the date of
such rescission, restoration or return as though such a payment had become due
but had not been made at such times.

                  This Guarantee is dated the date of the Debt Security upon
which it is endorsed.

                  If for any reason this Guarantee shall be deemed to be
unenforceable, the Guarantor hereby irrevocably and unconditionally agrees as a
primary obligor to indemnify fully the registered holder of this Debt Security
upon which this Guarantee is endorsed for and against any amounts owed by the
Issuer in respect of this Debt Security and the Indenture that otherwise would
be payable under this Guarantee.

                  The Guarantor shall be subrogated to all rights of the holder
of said Security against the Issuer in respect of any amounts paid by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
the Guarantor shall not, without the consent of the holders of all of the
Securities then outstanding, be entitled to enforce or to receive any payments
arising out of or based upon such right of subrogation until the principal of
and premium, if any, and interest on all Securities shall have been paid in full
or payment thereof shall have been provided for in accordance with said
Indenture.

                  Notwithstanding anything to the contrary contained herein, if
following any payment of principal or interest by the Issuer on the Securities
to the holders of the Securities it is determined by a final decision of a court
of competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such payment is paid by such holder to such trustee in
bankruptcy, then and to the extent of such repayment, the obligations of the
Guarantor hereunder shall remain in full force and effect.


                                      xxi

<PAGE>   25



                  Notwithstanding anything to the contrary contained herein,
upon consummation of the Merger, the Company will assume all of the Issuer's
obligations on this Debt Security and under the Indenture, and the Company will
be automatically and unconditionally released and discharged from its
obligations under this Guarantee.

                  This Guarantee shall not be valid or become obligatory for any
purpose with respect to a Security until the certificate of authentication on
such Security shall have been signed by the Trustee (or the Authentication
Agent).

                  This Guarantee shall be governed by the laws of the State of
New York.

                  IN WITNESS WHEREOF, Panhandle Eastern Pipe Line Company has
caused this Guarantee to be signed in its corporate name by the facsimile
signature of two of its officers thereunto duly authorized.

                  SECTION 2.13 Execution of Guarantee.

                  To evidence the Guarantee to the Securityholders specified in
Section 2.12, the Guarantor hereby agrees to execute the Guarantees, in
substantially the form above recited, to be endorsed on each Security
authenticated and delivered by the Trustee (or the Authenticating Agent) which
is to be guaranteed by the Guarantor. Each such Guarantee shall be signed on
behalf of the Guarantor as set forth in Section 2.04 prior to the authentication
of the Security on which it is endorsed, and the delivery of such Security by
the Trustee (or the Authenticating Agent), after the authentication thereof
hereunder, shall constitute due delivery of such Guarantee on behalf of the
Guarantor.

                  SECTION 2.14 Consummation of the Merger; Assumption by the
Company; Release of the Guarantees.

                  (a) Upon consummation of the Merger, each of the Issuer, the
Company and the Trustee hereby agrees that the Company shall immediately,
automatically and unconditionally assume, and the Company hereby agrees promptly
to pay, perform and discharge when due, each and every debt, obligation,
covenant and agreement incurred, made or to be paid, performed or discharged by
the Issuer under the Indenture and the Securities issued thereunder. The Company
hereby agrees to be bound by all the terms, provisions and conditions of the
Indenture and the Securities and each of the Issuer, the Company and the Trustee
hereby agrees that the Company shall be the successor and shall succeed to, and
be substituted for, and may exercise every right and power of, the Issuer, as
the predecessor company, under the Indenture and the Securities, and that
thereafter the Issuer shall be relieved of all obligations and covenants under
this Indenture and the Securities. The Company shall not be required to execute
a supplemental indenture to effect the provisions of this Section 2.14(a).


                                      xxii

<PAGE>   26



                  (b) Upon consummation of the Merger, the Company shall be
automatically and unconditionally released from its obligations under any and
all Guarantees and thereafter shall issue no more Guarantees.


                                  ARTICLE III.

            REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

                  SECTION 3.1 Redemption.

                  The Issuer may redeem the Debt Securities of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01 hereof.

                  SECTION 3.2 Notice of Redemption.

                  (a) In case the Issuer shall desire to exercise such right to
redeem all or, as the case may be, a portion of the Debt Securities of any
series in accordance with the right reserved so to do, the Issuer shall, or
shall cause the Trustee to, give notice of such redemption to holders of the
Debt Securities of such series to be redeemed by mailing, first class postage
prepaid, a notice of such redemption not less than 30 days and not more than 90
days (or fewer than 90 days if so established by the terms of such series of
Debt Securities pursuant to Section 2.01) before the date fixed for redemption
of that series to such holders at their last addresses as they shall appear upon
the Security Register unless a shorter period is specified in the Debt
Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Debt Securities
of such series or any other series. In the case of any redemption of Debt
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Debt Securities or elsewhere in this Indenture,
the Issuer shall furnish the Trustee with an Officers' Certificate evidencing
compliance with any such restriction.

                  Each such notice of redemption shall specify the date fixed
for redemption and the redemption price at which Debt Securities of that series
are to be redeemed, and shall state that payment of the redemption price of such
Debt Securities to be redeemed will be made at the office or agency of the
Issuer in the Borough of Manhattan, the City and State of New York, upon
presentation and surrender of such Debt Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, that from
and after said date interest will cease to accrue and that the redemption is for
a sinking fund, if such is the case. If less than all the Debt Securities of a
series are to be redeemed, the notice to the holders of Debt Securities of


                                     xxiii


<PAGE>   27



that series to be redeemed in whole or in part shall specify the particular Debt
Securities to be so redeemed. In case any Security is to be redeemed in part
only, the notice that relates to such Security shall state the portion of the
principal amount thereof to be redeemed, and shall state that on and after the
redemption date, upon surrender of such Security, a new Security of such series
in principal amount equal to the unredeemed portion thereof will be issued.

                  (b) If less than all the Debt Securities of a series are to be
redeemed, the Issuer shall give the Trustee at least 45 days' notice in advance
of the date fixed for redemption as to the aggregate principal amount of Debt
Securities of the series to be redeemed, and thereupon the Trustee shall select,
by lot or in such other manner as it shall deem appropriate and fair in its
discretion and that may provide for the selection of a portion or portions
(equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof)
of the principal amount of such Debt Securities of a denomination larger than
$1,000, the Debt Securities to be redeemed and shall thereafter promptly notify
the Issuer in writing of the numbers of the Debt Securities to be redeemed, in
whole or in part.

                  The Issuer may, if and whenever it shall so elect, by delivery
of instructions signed on its behalf by its Chairman, President or any Vice
President, instruct the Trustee or any paying agent to call all or any part of
the Debt Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section, such notice to be in the
name of the Issuer or its own name as the Trustee or such paying agent may deem
advisable. In any case in which notice of redemption is to be given by the
Trustee or any such paying agent, the Issuer shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

                  SECTION 3.3 Payment Upon Redemption.

                  (a) If the giving of notice of redemption shall have been
completed as above provided, the Debt Securities or portions of Debt Securities
of the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption and interest on such Debt Securities or portions of Debt Securities
shall cease to accrue on and after the date fixed for redemption, unless (i) the
Issuer shall default in the payment of such redemption price and accrued
interest with respect to any such Security or portion thereof, or (ii) such
notice shall specifically state that the redemption is conditional upon the
deposit with the Trustee, on or before the date fixed for redemption, of moneys
in an amount necessary to effect such redemption, and such moneys are not so
deposited. On presentation and surrender of such Debt Securities on or after the
date fixed for redemption at the place of payment specified in the notice, said
Debt Securities shall be paid and redeemed at the applicable redemption price
for such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date

                                      xxiv

<PAGE>   28



shall be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.03).

                  (b) Upon presentation of any Security of such series that is
to be redeemed in part only, the Issuer shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Issuer, a new Security of
the same series, of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

                  SECTION 3.4 Sinking Fund.

                  The provisions of Sections 3.04, 3.05 and 3.06 shall be
applicable to any sinking fund for the retirement of Debt Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for Debt
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Debt Securities
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

                  SECTION 3.5 Satisfaction of Sinking Fund Payments with Debt 
Securities.

                  The Issuer (i) may deliver Outstanding Debt Securities of a
series (other than any Debt Securities previously called for redemption) and
(ii) may apply as a credit Debt Securities of a series that have been redeemed
either at the election of the Issuer pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Debt Securities of such series required to be made pursuant to the terms of such
Debt Securities as provided for by the terms of such series, provided that such
Debt Securities have not been previously so credited. Such Debt Securities shall
be received and credited for such purpose by the Trustee at the redemption price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

                  SECTION 3.6 Redemption of Debt Securities for Sinking Fund.

                  Not less than 45 days prior to each sinking fund payment date
for any series of Debt Securities, the Issuer will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of the

                                      xxv

<PAGE>   29



series, the portion thereof, if any, that is to be satisfied by delivering and
crediting Debt Securities of that series pursuant to Section 3.05 and the basis
for such credit and will, together with such Officers' Certificate, deliver to
the Trustee any Debt Securities to be so delivered. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Debt Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 3.02 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Issuer in the manner provided in Section 3.02. Such
notice having been duly given, the redemption of such Debt Securities shall be
made upon the terms and in the manner stated in Section 3.03.


                                   ARTICLE IV.

                                CERTAIN COVENANTS

                  SECTION 4.1 Payment of Principal, Premium and Interest.

                  So long as any series of the Securities remain Outstanding,
the Issuer will duly and punctually pay or cause to be paid the principal of
(and premium, if any) and interest on the Debt Securities of that series at the
time and place and in the manner provided herein and established with respect to
such Debt Securities.

                  SECTION 4.2 Maintenance of Office or Agency.

                  So long as any series of the Securities remain Outstanding,
the Issuer agrees to maintain an office or agency in the Borough of Manhattan,
the City and State of New York, with respect to each such series and at such
other location or locations as may be designated as provided in this Section
4.02, where (i) Securities of that series may be presented for payment, (ii)
Securities of that series may be presented as hereinabove authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Issuer in respect of the Securities of that series and this Indenture may be
given or served, such designation to continue with respect to such office or
agency until the Issuer shall, by written notice signed by its Chairman,
President or a Vice President and delivered to the trustee, designate some other
office or agency for such purposes or any of them. If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Issuer hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands.

                  SECTION 4.3 Paying Agents.

                  (a) So long as any series of the Securities remain
Outstanding, if the Issuer shall appoint one or more paying agents for all or
any series of the Securities, other than the

                                      xxvi

<PAGE>   30



Trustee, the Issuer will cause each such paying agent to execute and deliver to
the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:

                  (1) that it will hold all sums held by it as such agent for
         the payment of the principal of (and premium, if any) or interest on
         the Securities of that series (whether such sums have been paid to it
         by the Issuer or by any other obligor of such Securities) in trust for
         the benefit of the Persons entitled thereto;

                  (2) that it will give the Trustee notice of any failure by the
         Issuer (or by any other obligor of such Securities) to make any payment
         of the principal of (and premium, if any) or interest on the Securities
         of that series when the same shall be due and payable;

                  (3) that it will, at any time during the continuance of any
         failure referred to in the preceding paragraph (a)(2) above, upon the
         written request of the Trustee, forthwith pay to the Trustee all sums
         so held in trust by such paying agent; and

                  (4) that it will perform all other duties of paying agent as
         set forth in this Indenture.

                  (b) If the Issuer shall act as its own paying agent with
respect to any series of the Securities, it will on or before each due date of
the principal of (and premium, if any) or interest on Securities of that series,
set aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Issuer shall have one or more
paying agents for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (an
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Issuer will promptly notify the
Trustee of this action or failure so to act.

                  (c) Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this Section is subject
to the provisions of Section 11.05, and (ii) the Issuer may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Issuer or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Issuer or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.


                                      xxvii

<PAGE>   31



                  SECTION 4.4 Appointment to Fill Vacancy in Office of Trustee.

                  The Issuer, whenever necessary to avoid or fill a vacancy in
the office of Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

                  SECTION 4.5 Compliance with Consolidation Provisions.

                  (a) Prior to the consummation of the Merger, other than the
Merger, the Issuer shall not consolidate with or merge into, or convey, transfer
or lease its assets substantially as an entirety to any other Person or Persons.

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

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

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Company or
         a Subsidiary as a result of such transaction as having been incurred by
         the Company or such Subsidiary at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing;

                  (3) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the Company
         would become subject to a mortgage, pledge, lien, security interest or
         other encumbrance which would not be permitted by this Indenture, the
         Company or such successor Person, as the case may be, shall take such
         steps as shall be necessary effectively to secure the Securities
         equally and ratably with (or prior to) all indebtedness secured
         thereby; and

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



                                     xxviii



<PAGE>   32




                  (c) Upon any consolidation of the Company with, or merger of
the Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 4.05(b), the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                  SECTION 4.6 Statements Regarding Default.

                  Each of the Issuer and the Guarantor will deliver to the
Trustee, within 120 days after the end of each fiscal year of the Issuer or the
Guarantor, as the case may be, ending after the date hereof, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the compliance by the Issuer or
Guarantor, as the case may be, with all conditions and covenants under this
Indenture. For purposes of this Section 4.06, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.


                                   ARTICLE V.

                       SECURITYHOLDERS' LISTS AND REPORTS
                          BY THE ISSUER AND THE TRUSTEE

                  SECTION 5.1 Issuer to Furnish Trustee Names and Addresses of 
Securityholders.

                  The Issuer will furnish or cause to be furnished to the
Trustee (a) on a monthly basis on each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Issuer shall not be obligated to furnish
or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Issuer and (b)
at such other times as the Trustee may request in writing within 30 days after
the receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, that, in either case, no such list need be
furnished for any series for which the Trustee shall be the Security Registrar.



                                      xxix



<PAGE>   33



                  SECTION 5.2 Preservation of Information; Communications With
Securityholders.

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Security Registrar (if
acting in such capacity).

                  (b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

                  (c) Securityholders may communicate as provided in Section
312(b) of the Trust Indenture Act with other Securityholders with respect to
their rights under this Indenture or under the Securities.

                  SECTION 5.3 Reports by the Guarantor.

                  (a) The Guarantor covenants and agrees to file with the
Trustee, within 30 days after the Guarantor is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the
Guarantor may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Guarantor is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

                  (b) The Guarantor covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from to time by the Commission, such additional information,
documents and reports with respect to compliance by the Guarantor and the Issuer
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations.

                  (c) The Guarantor covenants and agrees to transmit by mail,
first class postage prepaid, or reputable over-night delivery service that
provides for evidence of receipt, to the Securityholders, as their names and
addresses appear upon the Security Register, within 30 days after the filing
thereof with the Trustee, such summaries of any information, documents and
reports required to be filed by the Guarantor pursuant to subsections (a) and
(b) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.


                                      xxx
<PAGE>   34


                  SECTION 5.4 Reports by the Trustee.

                  (a) On or before July 15 in each year in which any of the
Securities are Outstanding, the Trustee shall transmit by mail, first class
postage prepaid, to the Securityholders, as their names and addresses appear
upon the Security Register, a brief report dated as of the preceding May 15, if
and to the extent required under Section 313(a) of the Trust Indenture Act.

                  (b) The Trustee shall comply with Section 313(b) and 313(c) of
the Trust Indenture Act.

                  (c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Issuer, with
each stock exchange upon which any Securities are listed (if so listed) and also
with the Commission. The Issuer agrees to notify the Trustee when any Securities
become listed on any stock exchange.


                                   ARTICLE VI.

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

                  SECTION 6.1 Events of Default.

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

                  (1) default in the payment of any interest upon any Security
         of that series when it becomes due and payable, and continuance of such
         default for a period of 60 days; or

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

                  (3) default in the performance, or breach, of any term,
         covenant or warranty of the Issuer or the Company in this Indenture
         (other than a term, covenant or warranty a default in whose performance
         or whose breach is elsewhere in this Section specifically dealt with or
         which has expressly been included in this Indenture solely for the
         benefit of


                                      xxxi



<PAGE>   35



         series of Securities other than that series), and continuance of such
         default or breach for a period of 90 days after there has been given,
         by registered or certified mail, to the Issuer or the Company by the
         Trustee or to the Issuer or the Company and the Trustee by the holders
         of at least 33% in principal amount of the Outstanding Securities of
         all series outstanding (or, if any such term, covenant or warranty is
         not applicable to all series of Securities, by the holders of at least
         33% in principal amount of the Outstanding Securities of all series to
         which it is applicable) (in each case treated as a single class) a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (4) the Issuer or the Company pursuant to or within the
         meaning of any Bankruptcy Law (A) commences a voluntary case, (B)
         consents to the entry of any order for relief against it in an
         involuntary case, (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

                  (5) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that (A) is for relief against the
         Issuer or the Company in an involuntary case, (B) appoints a Custodian
         of the Issuer or the Company or for all or substantially all of its
         property, or (C) orders the liquidation of the Issuer or the Company;
         and the order or decree remains unstayed and in effect for 90 days;

                  (6) any Guarantee in respect of such series of Securities
         ceases to be in full force and effect prior to its release pursuant to
         Section 2.14(b) or the Guarantor denies or disaffirms its obligations
         under such Guarantee; or

                  (7) any other Event of Default provided as contemplated by
         Section 2.01 with respect to Securities of that series.

                  (b) If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the holders of not less than 33% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all of
the Securities of that series to be due and payable immediately, by a notice in
writing to the Issuer (and to the Trustee if given by holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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


                                     xxxii

<PAGE>   36



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

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

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

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

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

         and

                  (2) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of Securities of
         that series which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 6.06.

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

                  (d) In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission
or annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case the Issuer, the Guarantor and the
Trustee shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Issuer and the Trustee
shall continue as though no such proceedings had been taken.

                  SECTION 6.2 Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  (a) The Issuer and the Guarantor covenant that (1) in case it
shall default in the payment of any installment of interest on any of the
Securities of a series, or any payment required by any sinking or analogous fund
established with respect to that series as and when the same shall have become
due and payable, and such default shall have continued for a period of 90
Business Days, or (2) in case it shall default in the payment of the principal
of (or premium, if any, on) any of the Securities of a series when the same
shall have become due and payable, whether upon maturity of the Securities of a
series or upon redemption or upon declaration or otherwise, then, upon demand of
the Trustee, the Issuer or the Guarantor will pay to the Trustee, for the
benefit of the holders of the Securities of that series, the whole amount that
then shall


                                     xxxiii



<PAGE>   37



have been become due and payable on all such Securities for principal (and
premium, if any) or interest, or both, as the case may be, with interest upon
the overdue principal (and premium, if any) and (to the extent that payment of
such interest is enforceable under applicable law) upon overdue installments of
interest at the rate per annum expressed in the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the Trustee under
Section 7.06.

                  (b) If the Issuer or the Guarantor shall fail to pay such
amounts forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
the Guarantor or other obligor upon the Securities of that series and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Issuer or the Guarantor or other obligor upon the
Securities of that series, wherever situated.

                  (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affected the Issuer or the Guarantor, or the creditors or property
of either, the Trustee shall have power to intervene in such proceedings and
take any action therein that may be permitted by the court and shall (except as
may be otherwise provided by law) be entitled to file such proofs of claim and
other papers and documents as may be necessary or advisable in order to have the
claims of the Trustee and of the holders of Securities of such series allowed
for the entire amount due and payable by the Issuer or the Guarantor under the
Indenture at the date of institution of such proceedings and for any additional
amount that may become due and payable by the Issuer or the Guarantor after such
date, and to collect and receive any moneys or other property payable or
deliverable on any such claim, and to distribute the same after the deduction of
the amount payable to the Trustee under Section 7.06; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of Securities of such series to make such payments to the Trustee, and,
in the event that the Trustee shall consent to the making of such payments
directly to such Securityholders, to pay to the Trustee any amount due it under
Section 7.06.

                  (d) All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Securities of
that series, may be enforced by the Trustee without the possession of any of
such Securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the Trustee of any
amounts due under Section 7.06, be for the ratable benefit of the holders of the
Securities of such series.

                  In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial

                                     xxxiv

<PAGE>   38



proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
the Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

                  Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of that 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 proceeding.

                  SECTION 6.3 Application of Moneys Collected.

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

                  FIRST:  To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 7.06;

                  SECOND: To the payment of all Senior Indebtedness of the 
         Issuer if and to the extent required by Article Fourteen; and

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

                  SECTION 6.4 Limitation on Suits.

                  No holder of any Security of any series shall have any right
by virtue or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than 33% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (iii) such holder or holders
shall have offered to

                                      xxxv

<PAGE>   39



the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby; and (iv) the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity,
shall have failed to institute any such action, suit or proceeding and (v)
during such 60 day period, the holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent with
the request.

                  Notwithstanding anything contained herein to the contrary, any
other provisions of this Indenture, the right of any holder of any Security to
receive payment of the principal of (and premium, if any) and interest on such
Security, as therein provided, on or after the respective due dates expressed in
such Security (or in the case of redemption, on the redemption date), or to
institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without
the consent of such holder and by accepting a Security hereunder it is expressly
understood, intended and covenanted by the taker and holder of every Security of
such series with every other such taker and holder and the Trustee, that no one
or more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

                  SECTION 6.5 Rights and Remedies Cumulative; Delay or Omission 
Not Waiver.

                  (a) Except as otherwise provided in Section 2.07, all powers
and remedies given by this Article to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.

                  (b) No delay or omission of the Trustee or of any holder of
any of the Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or on
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.


                                     xxxvi

<PAGE>   40



                  SECTION 6.6 Control by Securityholders.

                  (a) The holders of a majority in aggregate principal amount of
the Outstanding Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that

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

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

                  (3) the Trustee shall not be obliged to take any action unduly
         prejudicial to holders not joining in such direction or involving the
         Trustee in personal liability.

                  (b) The holders of a majority in aggregate principal amount of
the Outstanding Securities of all affected series, considered as one class, may
on behalf of the holders of all the Securities of such series waive any past
default hereunder with respect to the Securities of such series and its
consequences, except a default

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

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

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

                  SECTION 6.7 Undertaking to Pay Costs.

                  All parties to this Indenture agree, and each holder of any
Securities by such holder's acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the

                                     xxxvii

<PAGE>   41



Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.


                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE

                  SECTION 7.1 Certain Duties and Responsibilities of Trustee.

                  (a) The Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a series and after the curing of all
Events of Default with respect to the Securities of that series that may have
occurred, shall undertake to perform with respect to the Securities of such
series such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to the Securities of a
series has occurred (that has not been cured or waived), the Trustee shall
exercise with respect to Securities of that series 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.

                  (b) 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) prior to the occurrence of an Event of Default with
         respect to the Securities of a series and after the curing or waiving
         of all such Events of Default with respect to that series that may have
         occurred:

                           (i) the duties and obligations of the Trustee shall
                  with respect to the Securities of such series be determined
                  solely by the express provisions of this Indenture, and the
                  Trustee shall not be liable with respect to the Securities of
                  such series except for the performance of 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

                           (ii) in the absence of bad faith on the part of the
                  Trustee, the Trustee may with respect to the Securities of
                  such series conclusively rely, as to the truth of the
                  statements and the correctness of the opinions


                                    xxxviii

<PAGE>   42



                  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 that 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 requirement of this Indenture;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Responsible 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 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 Securities of any series 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 with respect to the
         Securities of that series; and

                  (4) None of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties 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 liability is
         not reasonably assured to it under the terms of this Indenture or
         adequate indemnity against such risk is not reasonably assured to it.

                  SECTION 7.2 Certain Rights of Trustee.

                  Except as otherwise provided in 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, security 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 Issuer or
the Guarantor mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof is herein specifically
prescribed); and any Board Resolution may be evidenced to the Trustee by a copy
thereof certified by the Secretary or any Assistant Secretary of the Issuer or
the Guarantor, as the case may be;

                  (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 or suffered or
omitted hereunder in good faith and in reliance thereon;


                                     xxxix
<PAGE>   43




                  (d) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (that has not been cured
or waived) to exercise with respect to Securities of that series 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 or
omitted to be taken by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;

                  (f) The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in principal amount of the Outstanding
Securities of the particular series affected thereby (determined as provided in
Section 8.04); 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 costs,
expenses or liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Issuer and the Guarantor or, if
paid by the Trustee, shall be repaid by the Issuer and the Guarantor 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 and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

                  SECTION 7.3 Trustee Not Responsible for Recitals or Issuance 
or Securities.

                  (a) The recitals contained herein and in the Securities shall
be taken as the statements of the Issuer and/or the Guarantor, as the case may
be, and the Trustee assumes no responsibility for the correctness of the same.

                  (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.


                                       xl

<PAGE>   44



                  (c) The Trustee shall not be accountable for the use or
application by the Issuer or the Guarantor of any of the Securities or of the
proceeds of such Securities, or for the use or application of any moneys paid
over by the Trustee in accordance with any provision of this Indenture or
established pursuant to Section 2.01, or for the use or application of any
moneys received by any paying agent other than the Trustee.

                  SECTION 7.4 May Hold Securities.

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

                  SECTION 7.5 Moneys Held in Trust.

                  Subject to the provisions of Section 11.05, all moneys
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 moneys received by it hereunder
except such as it may agree with the Issuer and the Guarantor to pay thereon.

                  SECTION 7.6 Compensation and Reimbursement.

                  (a) The Issuer and the Guarantor covenant and agree to pay to
the Trustee, and the Trustee shall be entitled to, such reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), as the Issuer, the Guarantor and
the Trustee may from time to time agree in writing, for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and,
except as otherwise expressly provided herein, the Issuer and the Guarantor will
pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of 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 Issuer and the Guarantor also
covenant to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of
liability in the premises.

                  (b) The obligations of the Issuer and the Guarantor under this
Section to compensate and indemnify the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be secured by a lien
prior to that of the Securities upon all property and funds

                                      xli

<PAGE>   45



held or collected by the Trustee as such, except funds held in trust for the
benefit of the holders of particular Securities.

                  SECTION 7.7 Reliance on Officers' Certificate.

                  Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take 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 to be taken by it under the provisions of this Indenture
upon the faith thereof.

                  SECTION 7.8 Disqualification; Conflicting Interests.

                  If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and
the Issuer shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

                  SECTION 7.9 Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all times be a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority.
If such corporation publishes reports 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, 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. The
Issuer and the Guarantor may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Issuer or the
Guarantor, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 7.10.

                  SECTION 7.10 Resignation and Removal; Appointment of 
Successor.

                  (a) The Trustee or any successor hereafter appointed, may at
any time resign with respect to the Securities of one or more series by giving
written notice thereof to the Issuer

                                      xlii

<PAGE>   46



and the Guarantor and by transmitting notice of resignation by mail, first class
postage prepaid, to the Securityholders of such series, as their names and
addresses appear upon the Security Register. Upon receiving such notice of
resignation, the Issuer and the Guarantor shall promptly appoint a successor
trustee with respect to Securities of such series by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may, on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

                  (b) In case at any time any one of the following shall occur:

                  (1) the Trustee shall fail to comply with the provisions of
         Section 7.08 after written request therefor by the Issuer or the
         Guarantor or by any Securityholder who has been a bona fide holder of a
         Security or Securities 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 Issuer or the Guarantor or by any such
         Securityholder; or

                  (3) the Trustee shall become incapable of acting, or shall be
         adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
         proceeding, or a receiver of the Trustee or of its property shall be
         appointed or consented to, 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 Issuer or the Guarantor may remove the Trustee with respect to all
         Securities and appoint a successor trustee by written instrument, in
         duplicate, executed by order of the Board of Directors, one copy of
         which instrument shall be delivered to the Trustee so removed and one
         copy to the successor trustee, or, unless the Trustee's duty to resign
         is stayed as provided herein, any Securityholder who has been a bona
         fide holder of a Security or Securities for at least six months may, on
         behalf of that holder 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.

                  (c) The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee, the Issuer and
the Guarantor and may appoint a successor Trustee for such series with the
consent of the Issuer and the Guarantor.


                                     xliii
<PAGE>   47




                  (d) Any resignation or removal of the Trustee and appointment
of a successor trustee with respect to the Securities of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

                  (e) Any successor trustee appointed pursuant to this Section
may be appointed with respect to the Securities of one or more series or all of
such series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

                  SECTION 7.11 Acceptance of Appointment By Successor.

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

                  (b) In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not all) series, the
Issuer, the Guarantor, the retiring Trustee and each successor trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor trustee relates, (2) shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall
with respect to the Securities of that or those series to which the appointment
of such successor trustee

                                      xliv

<PAGE>   48



relates have no further responsibility for the exercise of rights and powers or
for the performance of the duties and obligations vested in the Trustee under
this Indenture, and each such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor trustee relates; but, on
request of the Issuer or the Guarantor or any successor trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor trustee, to
the extent contemplated by such supplemental indenture, the property and money
held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor trustee relates.

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

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

                  (e) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Issuer shall transmit notice of the succession of
such trustee hereunder by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register.
If the Issuer fails to transmit such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be transmitted at the expense of the Issuer and the Guarantor.

                  SECTION 7.12 Merger, Conversion, Consolidation or Succession 
to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee as a whole or substantially as a whole, shall be the successor of the
Trustee hereunder, provided that 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 any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.



                                      xlv
<PAGE>   49



                  SECTION 7.13 Preferential Collection of Claims Against the 
Issuer.

                  The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b)
of the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.


                                  ARTICLE VIII.

                         CONCERNING THE SECURITYHOLDERS

                  SECTION 8.1 Evidence of Action by Securityholders.

                  Whenever in this Indenture it is provided that the holders of
a majority or specified percentage in aggregate principal amount of the
Securities of a particular series may take any action (including the making of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any such action the
holders of such majority or specified percentage of that series have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Securities of that series in Person or
by agent or proxy appointed in writing.

                  If the Issuer or the Guarantor shall solicit from the
Securityholders of any series any request, demand, authorization, direction,
notice, consent, waiver or other action, the Issuer or the Guarantor may, at its
option, as evidenced by an Officers' Certificate, fix in advance a record date
for such series for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Issuer or the Guarantor shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after the record
date, but only the Securityholders of record at the close of business on the
record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of Outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Securities of that series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

                  SECTION 8.2 Proof of Execution by Securityholders.

                  Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of

                                      xlvi

<PAGE>   50



the holding by any Person of any of the Securities shall be sufficient if made 
in the following manner:

                  (a) The fact and date of the execution by any such Person of
any instrument may be proved in any reasonable manner acceptable to the Trustee.

                  (b) The ownership of Securities shall be proved by the
Security Register of such Securities or by a certificate of the Security
Registrar thereof.

                  (c) The Trustee may require such additional proof of any
matter referred to in this Section as it shall deem necessary.

                  SECTION 8.3 Who May be Deemed Owners.

                  Prior to the due presentment for registration of transfer of
any Security, the Issuer, the Guarantor, the Trustee, any paying agent and any
Security Registrar may deem and treat the Person in whose name such Security
shall be registered upon the books of the Issuer as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any
notice of ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the
principal of, premium, if any, and (subject to Section 2.03) interest on such
Security and for all other purposes; and neither the Issuer nor the Guarantor
nor the Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary.

                  SECTION 8.4 Certain Securities Owned by Issuer or Guarantor 
Disregarded.

                  In determining whether the holders of the requisite aggregate
principal amount of Securities of a particular series have concurred in any
direction, consent of waiver under this Indenture, the Securities of that series
that are owned by the Issuer or the Guarantor or any other obligor on the
Securities of that series or by any Person directly or indirectly controlling or
controlled by or under common control with the Issuer or the Guarantor or any
other obligor on the Securities of that series shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination, except that for
the purpose of determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver, only Securities of such series that the
Trustee actually knows are so owned shall be so disregarded. The Securities so
owned that have been pledged in good faith may be regarded as Outstanding for
the purposes of this Section, if the pledgee shall establish to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer or the
Guarantor or any such other obligor. In case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.


                                     xlvii

<PAGE>   51



                  SECTION 8.5 Actions Binding on Future Securityholders.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the holders
of the majority or percentage in aggregate principal amount of the Securities of
a particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Issuer, the Guarantor,
the Trustee and the holders of all the Securities of that series.


                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.1 Supplemental Indentures Without the Consent of 
Securityholders.

                  In addition to any supplemental indenture otherwise authorized
by this Indenture, the Issuer and the Guarantor and the Trustee may 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 as then in
effect), without the consent of the Securityholders, for one or more of the
following purposes:

                  (a)      to cure any ambiguity, defect, or inconsistency 
herein, in the Securities of any series or in the Guarantees;

                  (b)      to comply with Section 4.05;

                  (c)      to provide for uncertificated Securities in addition 
to or in place of certificated Securities;

                  (d) to add to the covenants of the Issuer or the Guarantor 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
Issuer or the Guarantor;

                                     xlviii



<PAGE>   52




                  (e) to add to, delete from, or revise the conditions,
limitations, and restrictions on the authorized amount, terms, or purposes of
issue, authentication, and delivery of Securities, as herein set forth;

                  (f) to make any change that does not adversely affect the
rights of any Securityholder in any material respect; or

                  (g) to provide for the issuance of and establish the form and
terms and conditions of the Securities of any series and the Guarantees as
provided in Section 2.01, to establish the form of any certifications required
to be furnished pursuant to the terms of this Indenture or any series of
Securities, or to add to the rights of the holders of any series of Securities.

                  The Trustee is hereby authorized to join with the Issuer and
the Guarantor in the execution of any such supplemental indenture, and to make
any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into any such
supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section may be executed by the Issuer, the Guarantor and the Trustee
without the consent of the holders of any of the Securities at the time
Outstanding, notwithstanding any of the provisions of Section 9.02.

                  SECTION 9.2 Supplemental Indentures With Consent of 
Securityholders.

                  With the consent (evidenced as provided in Section 8.01) of
the holders of not less than a majority in aggregate principal amount of the
Securities of all series affected by such supplemental indenture or indentures
at the time Outstanding, considered as one class, the Issuer and the Guarantor,
when authorized by Board Resolutions, and the Trustee may 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 as then in effect)
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 or of modifying in any manner not covered by Section 9.01 the rights
of the holders of the Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
holders of each Security then Outstanding and affected thereby,

                  (1) change the stated maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or change the coin or currency in
         which any Security or any premium or interest thereon is payable;



                                      xlix
<PAGE>   53



                  (2) modify the obligations of the Guarantor under any 
Guarantee;

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

                  (4) change any obligation of the Issuer to maintain an office
         or agency in the places and for the purposes specified in Section 4.02;
         or

                  (5) modify any of the provisions of this Section or Section
         6.06 except to increase any such percentage or to provide that certain
         other provisions of this Indenture cannot be modified or waived without
         the consent of the holder of each Outstanding Security affected
         thereby.

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

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

                  SECTION 9.3 Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture pursuant to
the provisions of this Article or of Section 4.05, this Indenture, with respect
to such series, shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Issuer, the Guarantor
and the holders of Securities of the series affected thereby shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

                  SECTION 9.4 Securities Affected by Supplemental Indentures.

                  Securities of any series, affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article or of Section 4.05, may
bear a notation in form approved by the Issuer, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any

                                       l

<PAGE>   54



matter provided for in such supplemental indenture. If the Issuer and the
Guarantor shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors of the Issuer and the
Guarantor, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer and the Guarantor,
authenticated by the Trustee and delivered in exchange for the Securities of
that series then Outstanding.

                  SECTION 9.5 Execution of Supplemental Indentures.

                  Upon the request of the Issuer and the Guarantor, accompanied
by their Board Resolutions authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto as aforesaid, the Trustee shall join
with the Issuer and the Guarantor 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. The Trustee, subject to the provisions of Section 7.01,
may receive an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper for the Trustee
under the provisions of this Article to join in the execution thereof; provided,
however, that such Opinion of Counsel need not be provided in connection with
the execution of a supplemental indenture that establishes the terms of a series
of Debt Securities and any related Guarantee pursuant to Section 2.01 hereof.

                  Promptly after the execution by the Issuer, the Guarantor and
the Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage prepaid, a
notice, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders of all series affected thereby as their names
and addresses appear upon the Security Register. Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.


                                   ARTICLE X.

                                   [RESERVED]




                                       li
<PAGE>   55



                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE

                  SECTION 11.1 Satisfaction and Discharge of Indenture.

                  If at any time: (a) the Issuer or the Guarantor shall have
delivered to the Trustee for cancellation all Securities of a series theretofore
authenticated (other than any Securities that shall have ben destroyed, lost or
stolen and that shall have been replaced or paid as provided in Section 2.07)
and Securities for whose payment money or U.S. Government Obligations have
theretofore been deposited in trust or segregated and held in trust by the
Issuer or the Guarantor (and thereupon repaid to the Issuer or the Guarantor or
discharged from such trust, as provided in Section 11.05); or (b) all such
Securities of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Issuer or the Guarantor shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in moneys or U.S.
Government Obligations sufficient or 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 at
maturity or upon redemption all Securities of that series not theretofore
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if the Issuer or the Guarantor shall
also pay or cause to be paid all other sums payable hereunder with respect to
such series by the Issuer and the Guarantor; then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall
survive until the date of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Issuer and the Guarantor and at the cost and expense
of the Issuer and the Guarantor, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.

                  SECTION 11.2 Legal Defeasance; Covenant Defeasance.

                  (a) In addition to discharge of the Indenture pursuant to
Section 11.01, the Issuer and the Guarantor shall be deemed to have paid and
discharged the entire indebtedness on all the Securities of such a series on the
123rd day after the date of the deposit referred to in clause (1) below, and the
provisions of this Indenture with respect to the Securities of such series shall
no longer be in effect (except for the provisions of Sections 2.03, 2.05, 2.07,
4.01, 4.02, 4.03, 7.06, 7.10 and 11.05 hereof, which shall survive until such
Securities shall mature and be paid; thereafter, Sections 7.06 and 11.05 shall
survive), and the Trustee, at the expense of the Issuer and the Guarantor,
shall, upon demand of the Issuer and the Guarantor, execute proper


                                      lii
<PAGE>   56



instruments acknowledging the same, if the conditions set forth below are 
satisfied (hereinafter, "defeasance"):

                  (1) The Issuer or the Guarantor has irrevocably deposited or
         caused to be deposited with the Trustee as trust funds in trust, for
         the purposes of making the following payments, specifically pledged as
         security for, and dedicated solely to, the benefit of the holders of
         the Securities of such series (i) cash in an amount, or (ii) in the
         case of any series of Securities the payments on which may only be made
         in legal coin or currency of the United States, U.S. Government
         Obligations, maturing as to principal and interest at such times and in
         such amounts as will insure the availability of cash, 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 (A) the
         principal and interest and premium, if any, on all Securities of such
         series on each date that such principal, interest or premium, if any,
         is due and payable or on any redemption date established pursuant to
         clause (3) below, and (B) any mandatory sinking fund payments on the
         dates on which such payments are due and payable in accordance with the
         terms of the Indenture and the Securities of such series;

                  (2) The Issuer or the Guarantor has delivered to the Trustee
         an Opinion of Counsel based on the fact that (x) the Issuer or the
         Guarantor has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (y) since the date hereof, there
         has been a change in the applicable federal income tax law, in either
         case to the effect that, and such opinion shall confirm that, the
         holders of the Securities of such series will not recognize income,
         gain or loss for federal income tax purposes as a result of such
         deposit and defeasance and will be subject to federal income tax on the
         same amount and in the same manner and at the same times, as would have
         been the case if such deposit and defeasance had not occurred;

                  (3) If the Securities are to be redeemed prior to stated
         maturity (other than from mandatory sinking fund payments or analogous
         payments), notice of such redemption shall have been duly given
         pursuant to this Indenture or provision therefor satisfactory to the
         Trustee shall have been made;

                  (4) No default or Event of Default shall have occurred and be
         continuing on the date of such deposit; and

                  (5) The Issuer or the Guarantor has delivered to the Trustee
         an Officers' Certificate and an Opinion of Counsel, each stating that
         all conditions precedent provided for relating to the defeasance
         contemplated by this provision have been complied with.

                  For this purpose, such defeasance means that the Issuer, the
Guarantor and any other obligor upon the Securities of such series shall be
deemed to have paid and discharged the entire debt represented by the Securities
of such series, which shall thereafter be deemed to be

                                      liii

<PAGE>   57



"Outstanding" only for the purposes of Section 11.03 and the Sections referred
to in the first paragraph of this Section 11.02(a), and to have satisfied all
its other obligations under the Securities of such series and this Indenture
insofar as the Securities of such series are concerned.

                  (b) The Issuer and the Guarantor and any other obligor, if
any, shall be released on the 123rd day after the date of the deposit referred
to in clause (1) below from their obligations under Sections 4.05, 5.03 and any
covenants or provisions designated in such series of Securities as being subject
to this Section 11.02(b) pursuant to Section 2.01 with respect to the Securities
of any series on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"), and the Securities of such series shall
thereafter be deemed to be not "Outstanding" for the purposes of any request,
demand, authorization, direction, notice, waiver, consent or declaration or
other action or act of holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed outstanding for
all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to the Securities of such series, the Issuer and the
Guarantor may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or
indirectly by reason of any reference elsewhere herein to such Section or by
reason of any reference in such Section to any other provision herein or in any
other document and such omission to comply shall not constitute a default or an
Event of Default under Section 6.01, but, except as specified above, the
remainder of this Indenture and the Securities of such series shall be
unaffected thereby. The following shall be the conditions to application of this
Section 11.02(b):

                  (1) The Issuer or the Guarantor has irrevocably deposited or
         caused to be deposited with the Trustee as trust funds in trust for the
         purpose of making the following payments, specifically pledged as
         security for, and dedicated solely to, the benefit of the holders of
         the Securities of such series, (i) cash in an amount, or (ii) in the
         case of any series of Securities the payments on which may only be made
         in legal coin or currency of the United States, U.S. Government
         Obligations, maturing as to principal and interest at such times and in
         such amounts as will insure the availability of cash, 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 (A) the
         principal and interest and premium, if any, on all Securities of such
         series on each date that such interest or premium, if any, is due and
         payable or on any redemption date established pursuant to clause (2)
         below, and (B) any mandatory sinking fund payments on the day on which
         such payments are due and payable in accordance with the terms of the
         Indenture and the Securities of such series;

                  (2) If the Securities are to be redeemed prior to stated
         maturity (other than from mandatory sinking fund payments or analogous
         payments), notice of such redemption shall have been duly given
         pursuant to this Indenture or provision therefor satisfactory to the
         Trustee shall have been made;


                                      liv

<PAGE>   58



                  (3) No default or Event of Default shall have occurred and be
         continuing on the date of such deposit;

                  (4) The Issuer or the Guarantor shall have delivered to the
         Trustee an Opinion of Counsel which shall confirm that the holders of
         the Securities of such series will not recognize income, gain or loss
         for federal income tax purposes as a result of such deposit and
         covenant defeasance and will be subject to federal income tax on the
         same amount and in the same manner and at the same times, as would have
         been the case if such deposit and covenant defeasance had not occurred;
         and

                  (5) The Issuer or the Guarantor shall have delivered to the
         Trustee an Officers' Certificate stating that all conditions precedent
         provided for relating to the covenant defeasance contemplated by this
         provision have been complied with.

                  SECTION 11.3 Deposited Moneys to be Held in Trust.

                  All moneys or U.S. Government Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Issuer acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or U.S. Government Obligations have been deposited with the Trustee.

                  SECTION 11.4  Payment of Moneys Held by Paying Agents.

                  In connection with the satisfaction and discharge of this
Indenture all moneys or U.S. Government Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of the Issuer or
the Guarantor, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such moneys or U.S.
Government Obligations.

                  SECTION 11.5  Repayment to Issuer.

                  Any moneys or U.S. Government Obligations deposited with any
paying agent or the Trustee, or then held by the Issuer or the Guarantor, as the
case may be, in trust for payment of principal of or premium or interest on the
Securities of a particular series that are not applied but remain unclaimed by
the holders of such Securities for at least two years after the date upon which
the principal of (and premium, if any) or interest on such Securities shall have
respectively become due and payable, shall be repaid to the Issuer or the
Guarantor, as the case may be, on May 31 of each year or (if then held by the
Issuer or the Guarantor) shall be discharged from such trust; and thereupon the
paying agent and the Trustee shall be released from all further liability with
respect to such moneys or U.S. Government Obligations, and the holder of any of
the Securities entitled to receive such payment shall thereafter, as an
unsecured general creditor, look only to the Issuer or the Guarantor for the
payment thereof.


                                       lv
<PAGE>   59




                                  ARTICLE XII.

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

                  SECTION 12.1 No Recourse.

                  No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Debt Security or Guarantee, or for any
claim based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future as such,
of the Issuer or the Guarantor or of any predecessor or successor corporation,
either directly or through the Issuer or the Guarantor or any such predecessor
or successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Issuer or the Guarantor or
of any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Securities.


                                  ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

                  SECTION 13.1 Effect on Successors and Assigns.

                  All the covenants, stipulations, promises and agreements in
this Indenture contained by or on behalf of the Issuer or the Guarantor shall
bind their respective successors and assigns, whether so expressed or not.


                                      lvi

<PAGE>   60



                  SECTION 13.2 Actions by Successor.

                  Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Issuer or the Guarantor shall and may be done and performed with
like force and effect by the corresponding board, committee or officer of any
corporation that shall at the time be the lawful sole successor of the Issuer or
the Guarantor, as the case may be.

                  SECTION 13.3 Surrender of Issuer Powers.

                  The Issuer or the Guarantor by instrument in writing executed
by authority of 2/3 (two-thirds) of its Board of Directors and delivered to the
Trustee may surrender any of the powers reserved to the Issuer or the Guarantor,
as the case may be, and thereupon such power so surrendered shall terminate both
as to the Issuer or the Guarantor, as the case may be, and as to any successor
corporation.

                  SECTION 13.4 Notices.

                  Except as otherwise expressly provided herein any notice or
demand that by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the holders of Securities to or on the
Issuer or the Guarantor may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Issuer with the Trustee), as follows: c/o Panhandle
Eastern Pipe Line Company, 5444 Westheimer Court, Houston, Texas 77056-5310,
Attention: Secretary. Any notice, election, request or demand by the Issuer or
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
Corporate Trust Office of the Trustee.

                  SECTION 13.5 Governing Law.

                  This Indenture and each Security shall be deemed to be a
contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.


                                      lvii

<PAGE>   61



                  SECTION 13.6 Treatment of Debt Securities as Debt.

                  It is intended that the Debt Securities will be treated as
indebtedness and not as equity for federal income tax purposes. The provisions
of this Indenture shall be interpreted to further this intention.

                  SECTION 13.7 Compliance Certificates and Opinions.

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

                  (b) Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a condition or
covenant 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; (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 condition or covenant has been complied with.

                  SECTION 13.8      Payments on Business Days.

                  Except as provided pursuant to Section 2.01 pursuant to a
Board Resolution, and as set forth in an Officers' Certificate, or established
in one or more indentures supplemental to this Indenture, in any case where the
date of maturity of interest or principal of any Security or the date of
redemption of any Security shall not be a Business Day, then payment of interest
or principal (and premium, if any) may be made on the next succeeding Business
Day with the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal date.

                  SECTION 13.9 Conflict with Trust Indenture Act.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

                                     lviii

<PAGE>   62



                  SECTION 13.10 Counterparts.

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

                  SECTION 13.11 Separability.

                  In case any one or more of the provisions contained in this
Indenture or in the Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

                  SECTION 13.12 Assignment.

                  Each of the Issuer and the Guarantor will have the right at
all times to assign any of its respective rights or obligations under this
Indenture to a direct or indirect wholly-owned Subsidiary of the Guarantor,
provided that, in the event of any such assignment, the Issuer or the Guarantor,
as the case may be, will remain liable for all such obligations. Subject to the
foregoing, the Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.


                                      lix

<PAGE>   63




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

                                      CMS PANHANDLE HOLDING COMPANY,
                                      as Issuer


                                      By:   /s/  Alan M. Wright 
                                         --------------------------
                                         Name:   Alan M. Wright
                                         Title:  Senior Vice President and
                                                 Chief Financial Officer

                                      PANHANDLE EASTERN PIPE LINE COMPANY,
                                      as Guarantor


                                      By:   /s/  Alan M. Wright 
                                         --------------------------
                                         Name:   Alan M. Wright
                                         Title:  Senior Vice President and
                                                 Chief Financial Officer



                                      NBD BANK,
                                      as Trustee


                                      By:   /s/  J. Michael Banas  
                                         --------------------------
                                         Name:   J. Michael Banas
                                         Title:  Vice President