<PAGE>   1
                                                                    EXHIBIT 4(a)



________________________________________________________________________________



                            QUAKER STATE CORPORATION

                                       TO

                                 CHEMICAL BANK
                                                     Trustee



                                ________________

                                   Indenture

                          Dated as of October 23, 1995

                                ________________




                                  $100,000,000


                             6 5/8% Notes Due 2005

________________________________________________________________________________

<PAGE>   2
                            QUAKER STATE CORPORATION

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


<TABLE>
<CAPTION>
Trust Indenture                                                                               Indenture
  Act Section                                                                                  Section 
---------------                                                                               ---------
<S>      <C>                                                                                  <C>
Section  310(a)(1)                  . . . . . . . . . . . . . . . . . . . . . . . .           609
            (a)(2)                  . . . . . . . . . . . . . . . . . . . . . . . .           609
            (a)(3)                  . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
            (a)(4)                  . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
            (b)                     . . . . . . . . . . . . . . . . . . . . . . . .           608 
                                                                                              610
Section  311(a)                     . . . . . . . . . . . . . . . . . . . . . . . .           613
            (b)                     . . . . . . . . . . . . . . . . . . . . . . . .           613
Section  312(a)                     . . . . . . . . . . . . . . . . . . . . . . . .           701
                                                                                              702(a)
            (b)                     . . . . . . . . . . . . . . . . . . . . . . . .           702(b)
            (c)                     . . . . . . . . . . . . . . . . . . . . . . . .           702(c)
Section  313(a)                     . . . . . . . . . . . . . . . . . . . . . . . .           703(a)
            (a)(4)                  . . . . . . . . . . . . . . . . . . . . . . . .           101 
                                                                                              1004
            (b)                     . . . . . . . . . . . . . . . . . . . . . . . .           703(a)
            (c)                     . . . . . . . . . . . . . . . . . . . . . . . .           703(a)
            (d)                     . . . . . . . . . . . . . . . . . . . . . . . .           703(b)
Section  314(a)                     . . . . . . . . . . . . . . . . . . . . . . . .           704
            (b)                     . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
            (c)(1)                  . . . . . . . . . . . . . . . . . . . . . . . .           102
            (c)(2)                  . . . . . . . . . . . . . . . . . . . . . . . .           102
            (c)(3)                  . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
            (d)                     . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
            (e)                     . . . . . . . . . . . . . . . . . . . . . . . .           102
Section  315(a)                     . . . . . . . . . . . . . . . . . . . . . . . .           601
            (b)                     . . . . . . . . . . . . . . . . . . . . . . . .           602
            (c)                     . . . . . . . . . . . . . . . . . . . . . . . .           601
            (d)                     . . . . . . . . . . . . . . . . . . . . . . . .           601
            (e)                     . . . . . . . . . . . . . . . . . . . . . . . .           514
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
Trust Indenture                                                                               Indenture
  Act Section                                                                                  Section 
---------------                                                                               ---------
<S>      <C>                                                                                  <C>
Section  316(a)                     . . . . . . . . . . . . . . . . . . . . . . . .           101
            (a)(1)(A)               . . . . . . . . . . . . . . . . . . . . . . . .           502
                                                                                              512
            (a)(1)(B)               . . . . . . . . . . . . . . . . . . . . . . . .           513
            (a)(2)                  . . . . . . . . . . . . . . . . . . . . . . . .           Not Applicable
            (b)                     . . . . . . . . . . . . . . . . . . . . . . . .           508
            (c)                     . . . . . . . . . . . . . . . . . . . . . . . .           104(c)
Section  317(a)(1)                  . . . . . . . . . . . . . . . . . . . . . . . .           503
            (a)(2)                  . . . . . . . . . . . . . . . . . . . . . . . .           504
            (b)                     . . . . . . . . . . . . . . . . . . . . . . . .           1003
Section  318(a)                     . . . . . . . . . . . . . . . . . . . . . . . .           107
</TABLE>





______________

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





                                      -ii-
<PAGE>   4
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>           <C>                                                                      <C>
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1
Recitals of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1

                                   ARTICLE ONE
              
                       Definitions and Other Provisions of
                               General Application
              
SECTION 101.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .         1
              
              Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2
              Affiliate; control  . . . . . . . . . . . . . . . . . . . . . . .         2
              Attributable Debt . . . . . . . . . . . . . . . . . . . . . . . .         2
              Authenticating Agent  . . . . . . . . . . . . . . . . . . . . . .         2
              Authorized Newspaper  . . . . . . . . . . . . . . . . . . . . . .         2
              Board of Directors  . . . . . . . . . . . . . . . . . . . . . . .         3
              Board Resolution  . . . . . . . . . . . . . . . . . . . . . . . .         3
              Business Day  . . . . . . . . . . . . . . . . . . . . . . . . . .         3
              Commission  . . . . . . . . . . . . . . . . . . . . . . . . . . .         3
              Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3
              Company Request; Company Order  . . . . . . . . . . . . . . . . .         3
              Comparable Treasury Issue . . . . . . . . . . . . . . . . . . . .         3
              Comparable Treasury Price . . . . . . . . . . . . . . . . . . . .         4
              Consolidated  . . . . . . . . . . . . . . . . . . . . . . . . . .         4
              Corporate Trust Office  . . . . . . . . . . . . . . . . . . . . .         4
              corporation . . . . . . . . . . . . . . . . . . . . . . . . . . .         4
              Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . .         4
              Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . .         4
              Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . .         5
              Depositary  . . . . . . . . . . . . . . . . . . . . . . . . . . .         5
              Event of Default  . . . . . . . . . . . . . . . . . . . . . . . .         5
              Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . .         5
              Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . .         5
              GAAP  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5
              Global Security . . . . . . . . . . . . . . . . . . . . . . . . .         5
              Holder  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5
              Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . .         5
              Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6
              Interest Payment Date . . . . . . . . . . . . . . . . . . . . . .         6
              Lien  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6
              Maturity  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6
              Net Tangible Assets . . . . . . . . . . . . . . . . . . . . . . .         6
              Officers' Certificate . . . . . . . . . . . . . . . . . . . . . .         6
</TABLE>





___________

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

                                      -i-
<PAGE>   5
<TABLE>
<S>           <C>                                                                        <C>
              Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . .     7 
              Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7 
              Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8 
              Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8 
              Predecessor Security  . . . . . . . . . . . . . . . . . . . . . . . . .     8 
              Principal Property  . . . . . . . . . . . . . . . . . . . . . . . . . .     8 
              Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8 
              Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . .     8 
              Reference Treasury Dealer . . . . . . . . . . . . . . . . . . . . . . .     8 
              Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Sale and Leaseback Transaction  . . . . . . . . . . . . . . . . . . . .     9 
              Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Security Register;                                                            
                Security Registrar  . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Senior Funded Debt  . . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9 
              Treasury Yield  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10 
              Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10 
              Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . .    10 
              U.S. Government Obligation  . . . . . . . . . . . . . . . . . . . . . .    10 
              Vice President  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10 
                                                                                            
SECTION 102.  Compliance Certificates and                                                   
                Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10 
                                                                                            
SECTION 103.  Form of Documents                                                             
                Delivered to Trustee  . . . . . . . . . . . . . . . . . . . . . . . .    11 
                                                                                            
SECTION 104.  Acts of Holders; Record Dates . . . . . . . . . . . . . . . . . . . . .    12 
                                                                                            
SECTION 105.  Notices, Etc., to Trustee and                                                 
                Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13 
                                                                                            
SECTION 106.  Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . .    13 
                                                                                            
SECTION 107.  Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . .    14 
                                                                                            
SECTION 108.  Effect of Headings and                                                        
                Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . .    14 
                                                                                            
SECTION 109.  Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . .    15 
                                                                                            
SECTION 110.  Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . .    15 
</TABLE>
        




___________

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

                                      -ii-
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                Page        
                                                                                                ----        
<S>           <C>                                                                                <C>      
                                                                                                
SECTION 111.  Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15
                                                                                                
SECTION 112.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15
                                                                                                
SECTION 113.  Legal Holidays  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15
                                                                                                
                                                                                                
                                   ARTICLE TWO                                                  
                                                                                                
                                  Security Forms                                                
                                                                                                
SECTION 201.  Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     16
                                                                                                
SECTION 202.  Form of Face of Security  . . . . . . . . . . . . . . . . . . . . . . . . . . .     16
                                                                                                
SECTION 203.  Form of Reverse of Security . . . . . . . . . . . . . . . . . . . . . . . . . .     19
                                                                                                
SECTION 204.  Form of Trustee's                                                                 
                Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . .     21
                                                                                                
SECTION 205.  Global Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     21
                                                                                                
                                                                                                
                                  ARTICLE THREE                                                 
                                                                                                
                                  The Securities                                                
                                                                                                
SECTION 301.  Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22
                                                                                                
SECTION 302.  Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     23
                                                                                                
SECTION 303.  Execution, Authentication,                                                        
                Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     23
                                                                                                
SECTION 304.  Temporary Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24
                                                                                                
SECTION 305.  Registration, Registration of                                                     
                Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24
                                                                                                
SECTION 306.  Mutilated, Destroyed,                                                             
                Lost and Stolen Securities  . . . . . . . . . . . . . . . . . . . . . . . . .     27
                                                                                                
SECTION 307.  Payment of Interest;                                                              
                Interest Rights Preserved . . . . . . . . . . . . . . . . . . . . . . . . . .     28
</TABLE>
        
        
             


___________

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

                                     -iii-
<PAGE>   7
<TABLE>       
<CAPTION>     
                                                                                       Page
                                                                                       ----
<S>           <C>                                                                      <C>
              
SECTION 308.  Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . .        29
              
SECTION 309.  Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . .        30
              
SECTION 310.  Computation of Interest . . . . . . . . . . . . . . . . . . . . .        30
              
              
                                   ARTICLE FOUR
              
                            Satisfaction and Discharge
              
SECTION 401.  Satisfaction and
                Discharge of Indenture  . . . . . . . . . . . . . . . . . . . .        30
              
SECTION 402.  Application of Trust Money  . . . . . . . . . . . . . . . . . . .        32
              
              
                                   ARTICLE FIVE
              
                                     Remedies
              
SECTION 501.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . .        32
              
SECTION 502.  Acceleration of Maturity;
                Rescission and Annulment  . . . . . . . . . . . . . . . . . . .        35
              
SECTION 503.  Collection of Indebtedness and
                Suits for Enforcement by
                Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .        36
              
SECTION 504.  Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . .        37
              
SECTION 505.  Trustee May Enforce Claims
                Without Possession of
                Securities  . . . . . . . . . . . . . . . . . . . . . . . . . .        37
              
SECTION 506.  Application of Money Collected  . . . . . . . . . . . . . . . . .        38
              
SECTION 507.  Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . .        38
              
SECTION 508.  Unconditional Right of Holders to
                Receive Principal, Premium and
                Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . .        39
</TABLE>      
              
              
              
              
              
___________

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

                                      -iv-
<PAGE>   8
<TABLE>       
<CAPTION>     
                                                                                       Page
                                                                                       ----
<S>           <C>                                                                      <C>
              
SECTION 509.  Restoration of Rights and Remedies  . . . . . . . . . . . . . . .        39
              
SECTION 510.  Rights and Remedies Cumulative  . . . . . . . . . . . . . . . . .        40
              
SECTION 511.  Delay or Omission Not Waiver  . . . . . . . . . . . . . . . . . .        40
              
SECTION 512.  Control by Holders  . . . . . . . . . . . . . . . . . . . . . . .        40
              
SECTION 513.  Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . .        41
              
SECTION 514.  Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . .        41
              
SECTION 515.  Waiver of Stay or Extension Laws  . . . . . . . . . . . . . . . .        41
              
              
                                   ARTICLE SIX
              
                                   The Trustee
              
SECTION 601.  Certain Duties and
                Responsibilities  . . . . . . . . . . . . . . . . . . . . . . .        42
              
SECTION 602.  Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . .        42
              
SECTION 603.  Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . .        43
              
SECTION 604.  Not Responsible for Recitals
                or Issuance of Securities . . . . . . . . . . . . . . . . . . .        44
              
SECTION 605.  May Hold Securities . . . . . . . . . . . . . . . . . . . . . . .        44
              
SECTION 606.  Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . .        45
              
SECTION 607.  Compensation and Reimbursement  . . . . . . . . . . . . . . . . .        45
              
SECTION 608.  Disqualification; Conflicting
                Interests . . . . . . . . . . . . . . . . . . . . . . . . . . .        46
              
SECTION 609.  Corporate Trustee Required;
                Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . .        46
              
SECTION 610.  Resignation and Removal;
                Appointment of Successor  . . . . . . . . . . . . . . . . . . .        46
</TABLE>      
              
              
              
              
              
___________

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

                                      -v-
<PAGE>   9
<TABLE>       
<CAPTION>     
                                                                                       Page
                                                                                       ----
<S>           <C>                                                                      <C>
              
SECTION 611.  Acceptance of Appointment by
                Successor . . . . . . . . . . . . . . . . . . . . . . . . . . .        48
              
SECTION 612.  Merger, Conversion, Consolidation
                or Succession to Business . . . . . . . . . . . . . . . . . . .        48
              
SECTION 613.  Preferential Collection of
                Claims Against Company  . . . . . . . . . . . . . . . . . . . .        49
              
SECTION 614.  Appointment of Authenticating
                Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        49
              
              
                                  ARTICLE SEVEN
              
                Holders' Lists and Reports by Trustee and Company
              
SECTION 701.  Company to Furnish Trustee Names
                and Addresses of Holders  . . . . . . . . . . . . . . . . . . .        51
              
SECTION 702.  Preservation of Information;
                Communications to Holders . . . . . . . . . . . . . . . . . . .        52
              
SECTION 703.  Reports by Trustee  . . . . . . . . . . . . . . . . . . . . . . .        52
              
SECTION 704.  Reports by Company  . . . . . . . . . . . . . . . . . . . . . . .        52
              
              
                                  ARTICLE EIGHT
              
               Consolidation, Merger, Conveyance, Transfer or Lease
              
SECTION 801.  Company May Consolidate, Etc.,
                Only on Certain Terms . . . . . . . . . . . . . . . . . . . . .        53
              
SECTION 802.  Successor Substituted . . . . . . . . . . . . . . . . . . . . . .        54
              
              
                                   ARTICLE NINE
              
                             Supplemental Indentures
              
SECTION 901.  Supplemental Indentures Without
                Consent of Holders  . . . . . . . . . . . . . . . . . . . . . .        55
</TABLE>      
              
              
              
              

___________

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

                                      -vi-
<PAGE>   10
<TABLE>       
<CAPTION>     
                                                                                       Page
                                                                                       ----
<S>           <C>                                                                      <C>
              
SECTION 902.  Supplemental Indentures with
                Consent of Holders  . . . . . . . . . . . . . . . . . . . . . .        55
              
SECTION 903.  Execution of Supplemental Indentures  . . . . . . . . . . . . . .        56
              
SECTION 904.  Effect of Supplemental Indentures . . . . . . . . . . . . . . . .        57
              
SECTION 905.  Conformity with Trust Indenture Act . . . . . . . . . . . . . . .        57
              
SECTION 906.  Reference in Securities to
                Supplemental Indentures . . . . . . . . . . . . . . . . . . . .        57
              
              
                                   ARTICLE TEN
              
                                    Covenants
              
SECTION 1001. Payment of Principal, Premium
                and Interest. . . . . . . . . . . . . . . . . . . . . . . . . .        57
              
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . .        58
              
SECTION 1003. Money for Security Payments to
                Be Held in Trust  . . . . . . . . . . . . . . . . . . . . . . .        58
              
SECTION 1004. Statement by Officers as to
                Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
              
SECTION 1005. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . .        60
              
SECTION 1006. Maintenance of Properties . . . . . . . . . . . . . . . . . . . .        60
              
SECTION 1007. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . .        61
              
SECTION 1008. Restrictions on Liens . . . . . . . . . . . . . . . . . . . . . .        61
              
SECTION 1009. Restrictions on Sale and Leaseback
                Transactions  . . . . . . . . . . . . . . . . . . . . . . . . .        62
              
SECTION 1010. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . .        63
</TABLE>





___________

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

                                     -vii-
<PAGE>   11
<TABLE>        
<CAPTION>      
                                                                                        Page
                                                                                        ----
<S>            <C>                                                                      <C>
               
                                   ARTICLE ELEVEN
               
                         Defeasance and Covenant Defeasance
               
SECTION 1101.  Company's Option to Effect Defeasance
                 or Covenant Defeasance  . . . . . . . . . . . . . . . . . . . .        63
               
SECTION 1102.  Defeasance and Discharge  . . . . . . . . . . . . . . . . . . . .        64
               
SECTION 1103.  Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . .        64
               
SECTION 1104.  Conditions to Defeasance or
                 Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . .        65
               
SECTION 1105.  Deposited Money and U.S. Government
                 Obligations to Be Held in Trust;
                 Miscellaneous Provisions  . . . . . . . . . . . . . . . . . . .        67
               
SECTION 1106.  Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . .        68
               
               
                                   ARTICLE TWELVE
               
                              Redemption of Securities
               
SECTION 1201.  Right of Redemption . . . . . . . . . . . . . . . . . . . . . . .        69
               
SECTION 1202.  Applicability of Article  . . . . . . . . . . . . . . . . . . . .        69
               
SECTION 1203.  Election to Redeem; Notice
                 to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . .        69
               
SECTION 1204.  Selection by Trustee of
                 Securities to Be Redeemed . . . . . . . . . . . . . . . . . . .        69
               
SECTION 1205.  Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . .        70
               
SECTION 1206.  Deposit of Redemption Price . . . . . . . . . . . . . . . . . . .        71
               
SECTION 1207.  Securities Payable on
                 Redemption Date . . . . . . . . . . . . . . . . . . . . . . . .        71
               
SECTION 1208.  Securities Redeemed in Part . . . . . . . . . . . . . . . . . . .        71
</TABLE>       
               
               
               
               

___________

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

                                     -viii-
<PAGE>   12
<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        73

SIGNATURES AND SEALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        73

ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        74
</TABLE>





___________

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

                                      -ix-
<PAGE>   13
                 INDENTURE, dated as of October 23, 1995, between QUAKER STATE
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
255 Elm Street, Oil City, Pennsylvania 16301, and CHEMICAL BANK, a banking
corporation duly organized and existing under the laws of the State of New
York, as Trustee (herein called the "Trustee").


                            RECITALS OF THE COMPANY

                 The Company has duly authorized the creation of an issue of
its 6 5/8% Notes Due 2005 (herein called the "Securities") of substantially the
tenor and amount hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture.

                 All things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

                 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application


SECTION 101.  Definitions.

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

                 (1)  the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;
<PAGE>   14
                 (2)  all other terms used herein which are defined in the
         Trust Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

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

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

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

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

                 "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at the time of determination, the then present value
(discounted at the actual rate of interest of such transaction) of the
obligation of the lessee for net rental payments during the remaining term of
the lease included in such Sale and Leaseback Transaction (including any period
for which such lease has been extended or may, at the option of the lessor, be
extended).

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

                 "Authorized Newspaper" means a newspaper of general
circulation in the relevant area, printed in the





                                      -2-
<PAGE>   15
English language and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays.  Whenever successive weekly
publications in an Authorized Newspaper are required hereunder they may be made
(unless otherwise expressly provided herein) on the same or different days of
the week and in the same or in different Authorized Newspapers.

                 "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board to which the powers
of that board have been lawfully delegated.

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

                 "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in The Borough of
Manhattan, The City of New York are authorized or obligated by law, regulation
or executive order to close.

                 "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

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

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

                 "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities that would be utilized, at
the time of selection and in accordance with customary





                                      -3-
<PAGE>   16
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.  "Independent
Investment Banker" means CS First Boston Corporation or, if such firm is
unwilling or unable to select the Comparable Treasury Issue, an independent
investment banking institution of national standing appointed by the Trustee
after consultation with the Company.

                 "Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S.  Government Securities" or (ii) if such release (or any successor release)
is not published or does not contain such prices on such Business Day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations.  "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third Business Day preceding such redemption date.

                 "Consolidated", when used with respect to any of the terms
defined in this Indenture, refers to such terms as reflected in a consolidation
of the accounts of the Company and its Subsidiaries in accordance with GAAP.

                 "Corporate Trust Office" means the principal office of the
Trustee in The Borough of Manhattan, The City of New York at which at any
particular time its corporate trust business shall be administered.

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

                 "Covenant Defeasance" has the meaning specified in Section
1103.





                                      -4-
<PAGE>   17
                 "Defaulted Interest" has the meaning specified in Section 307.

                 "Defeasance" has the meaning specified in Section 1102.

                 "Depositary" means, with respect to Securities issuable or
issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities, which such Depositary initially shall be The
Depository Trust Company, a limited-purpose trust company organized under the
New York Banking Law ("DTC").

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

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

                 "Funded Debt" means Indebtedness of the Company and its
Restricted Subsidiaries, whether incurred, assumed or guaranteed, which by its
terms matures more than one year from the date of creation thereof, or which is
extendable or renewable at the sole option of the obligor so that it may become
payable more than one year from such date.

                 "GAAP" means, unless otherwise specified in this Indenture,
such accounting principles as are generally accepted in the United States as of
the date of the relevant calculation.

                 "Global Security" means a Security that evidences all or part
of the Securities, is registered in the name of the Depositary or its nominee
and bears the legend set forth in Section 205.

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

                 "Indebtedness" of any Person means, without duplication,
notes, bonds, debentures or other evidences of indebtedness for borrowed money
and all indebtedness under purchase money mortgages or other purchase money
liens or conditional sales or similar title retention agreements, in each case
where such indebtedness has been created, incurred, assumed or guaranteed by
such Person or where such person is otherwise liable therefor, and indebtedness
for borrowed money secured by any mortgage, pledge or other lien or encumbrance
upon property owned by such Person even





                                      -5-
<PAGE>   18
though such Person has not assumed or become liable for the payment of such
indebtedness.

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

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

                 "Lien" means any mortgage, pledge, hypothecation, charge,
assignment, deposit arrangement, encumbrance, security interest, lien
(statutory or other), or preference, priority, or other security or similar
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any agreement to give or grant a Lien or any
lease, conditional sale or other title retention agreement having substantially
the same economic effect as any of the foregoing).

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

                 "Net Tangible Assets" means the total amounts of assets (less
depreciation and valuation reserves and other reserves and items deductible
from gross book value of specific asset accounts under generally accepted
accounting principles) which under GAAP would be included on a balance sheet
after deducting therefrom (a) all liability items except Funded Debt and
stockholders' equity and (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, which in each
such case would be so included on such balance sheet.

                 "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.  One of the
officers signing an Officers' Certificate given pursuant to Section 1004 shall
be the principal executive, financial or accounting officer of the Company.





                                      -6-
<PAGE>   19
                 "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee.

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

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

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

                      (iii)  Securities as to which Defeasance has been effected
         pursuant to Section 1102; and

                       (iv)  Securities which have been paid pursuant to
         Section 306 or in exchange for or in lieu of which other Securities
         have been authenticated and delivered pursuant to this Indenture,
         other than any such Securities in respect of which there shall have
         been presented to the Trustee proof satisfactory to it that such
         Securities are held by a bona fide purchaser in whose hands such
         Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded.  Securities so owned





                                      -7-
<PAGE>   20
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.

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

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

                 "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

                 "Principal Property" means any refinery, processing or
manufacturing plant (together with any pipeline, terminal or other facility
related to such refinery or processing or manufacturing plant and necessary for
its economic operation), blending, packaging or bulk materials handling
facility, distribution center, service center or store located in the United
States or Canada, and owned or leased by the Company or a Subsidiary or any
interest of the Company or any Subsidiary in such property (in each case
including the real estate related thereto), except any such property which the
Company's Board of Directors, in its good faith opinion, reasonably determines
not to be of material importance to the business of the Company and its
Subsidiaries, as evidenced by a Board Resolution.

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

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

                 "Reference Treasury Dealer" means each of CS First Boston
Corporation and J.P. Morgan Securities Inc. and their





                                      -8-
<PAGE>   21
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

                 "Regular Record Date" for the interest payable on any Interest
Payment Date means the April 1 or October 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

                 "Responsible Officer", when used with respect to the Trustee,
means any officer of the Trustee with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

                 "Restricted Subsidiary" means any Subsidiary that owns or
leases any Principal Property.

                 "Sale and Leaseback Transaction" has the meaning specified in
Section 1009.

                 "Securities" means the 6 5/8% Notes Due 2005 of the Company
authenticated and delivered under this Indenture.

                 "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                 "Senior Funded Debt" means all Funded Debt, except Funded Debt
the payment of which is subordinated to the payment of the Securities.

                 "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

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

                 "Subsidiary" means a corporation, partnership or other
business entity of which more than 50% of the outstanding voting stock of which
is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other





                                      -9-
<PAGE>   22
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, managers or
trustees, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

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

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

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

                 "U.S. Government Obligation" has the meaning specified in
Section 1104.

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


SECTION 102.  Compliance Certificates and Opinions.

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





                                      -10-
<PAGE>   23
                 Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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


SECTION 103.  Form of Documents Delivered to Trustee.

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

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





                                      -11-
<PAGE>   24
tion with respect to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

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


SECTION 104.  Acts of Holders; Record Dates.

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

                 (b)  The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may be proved in
any manner which the Trustee deems sufficient.

                 (c)  The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote
on any action, authorized or permitted to be given or taken by Holders.  If not
set by the Company prior to the first solicitation of a Holder made by any
Person in respect of any such action, or, in the case of any such vote, prior
to such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to





                                      -12-
<PAGE>   25
Section 701) prior to such first solicitation or vote, as the case may be.
With regard to any record date, only the Holders on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the relevant
action.

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

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


SECTION 105.  Notices, Etc., to Trustee and Company.

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

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

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


SECTION 106.  Notice to Holders; Waiver.

                 Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in





                                      -13-
<PAGE>   26
writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice.  In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders.  Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice.  Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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

                 In case, by reason of suspension of publication of any
Authorized Newspaper, or by reason of any other cause, it shall be impossible
to make publication of any notice in an Authorized Newspaper or Authorized
Newspapers as required by this Indenture, then such method of publication or
notification as shall be made with the approval of the Trustee shall constitute
a sufficient publication of such notice.


SECTION 107.  Conflict with Trust Indenture Act.

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





                                      -14-
<PAGE>   27
SECTION 108.  Effect of Headings and Table of Contents.

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


SECTION 109.  Successors and Assigns.

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


SECTION 110.  Separability Clause.

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


SECTION 111.  Benefits of Indenture.

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


SECTION 112.  Governing Law.

                 This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflicts of laws as applied in such state.


SECTION 113.  Legal Holidays.

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





                                      -15-
<PAGE>   28
and after such Interest Payment Date, Redemption Date or Stated Maturity, as
the case may be.


                                  ARTICLE TWO

                                 Security Forms


SECTION 201.  Forms Generally.

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

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


SECTION 202.  Form of Face of Security.

                 The form of the face of the Global Securities shall be as set
forth below and include the legend(s) set forth in Section 205 (if a Security
is issued in definitive form, the form of such definitive security will be in
substantially the form of the face of the Global Security, except that the
legend(s) set forth in Section 205 shall be omitted):

                            QUAKER STATE CORPORATION

                             6 5/8% Notes Due 2005

No. __________                                                         $________
CUSIP No. 747410AB4

                 QUAKER STATE CORPORATION, a corporation duly organized and
existing under the laws of the State of





                                      -16-
<PAGE>   29
Delaware (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________________, or registered assigns, the principal sum
of _____________________ Dollars on October 15, 2005 and to pay interest
thereon from October 23, 1995 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on April 15
and October 15 in each year, commencing April 15, 1996, at the rate of 6 5/8%
per annum, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 1 or October 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

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

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

                 Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse





                                      -17-
<PAGE>   30
hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

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

Dated:  October 23, 1995


                                         QUAKER STATE CORPORATION


                                         By
                                            -----------------------------------


Attest:


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





                                      -18-
<PAGE>   31
SECTION 203.  Form of Reverse of Security.

                 The form of the reverse of the Securities shall be as set
forth below:

                 This Security is one of a duly authorized issue of securities
of the Company designated as its 6 5/8% Notes Due 2005 (herein called the
"Securities"), limited in aggregate principal amount to $100,000,000, issued
and to be issued under an Indenture, dated as of October 23, 1995 (herein
called the "Indenture"), between the Company and CHEMICAL BANK, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

                 This Security will be redeemable in whole or in part, at the
option of the Company at any time, at a Redemption Price equal to the greater
of (i) 100% of the principal amount on the Redemption Date and (ii) the sum of
the present values of the remaining scheduled payments of principal and
interest hereon discounted, on a semiannual basis, at the Treasury Yield plus
15 basis points, in either case together with accrued interest to the
Redemption Date.  Interest shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

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

                 The Indenture contains provisions for defeasance of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
by the Company with certain conditions set forth in the Indenture.

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

                 The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights





                                      -19-
<PAGE>   32
of the Holders of the Securities under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time Outstanding.  The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all the Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

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

                 As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in The Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

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

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





                                      -20-
<PAGE>   33
                 Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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


SECTION 204.  Form of Trustee's Certificate of
              Authentication.

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


                                        CHEMICAL BANK,
                                        as Trustee


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


SECTION 205.  Global Securities.

                 Except as provided in Section 305, the Securities shall be
issued in the form of one or more Global Securities.  Every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the
following form, in capital letters and bold-face type:

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

                 If the Depository is the Depository Trust Company, the Global
Security authenticated and delivered hereunder shall also bear a legend in
substantially the following form, in capital letters and bold-face type:





                                      -21-
<PAGE>   34
         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE COMPANY OR ITS AGENT
         FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
         OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
         ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
         PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
         AN INTEREST HEREIN.


                                 ARTICLE THREE

                                 The Securities


SECTION 301.  Title and Terms.

                 The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $100,000,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section
304, 305, 306, 906 or 1208.

                 The Securities shall be known and designated as the "6 5/8%
Notes Due 2005" of the Company.  Their Stated Maturity shall be October 15,
2005 and they shall bear interest at the rate of 6 5/8% per annum, from October
23, 1995 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, as the case may be, payable semi-annually on
April 15 and October 15, commencing April 15, 1996, to the Person in whose name
the Security or any Predecessor Security is registered at the close of business
on the April 1 or the October 1 next preceding such Interest Payment Date,
until the principal thereof is paid or made available for payment.

                 The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company in The
Borough of Manhattan, The City of New York maintained for such purpose and at
any other office or agency maintained by the Company for such purpose;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.





                                      -22-
<PAGE>   35
                 The Securities, in whole or any specified part, shall be
defeasible pursuant to Section 1302 or Section 1303 or both such Sections.

                 The Securities shall be issuable in the form of one or more
Global Securities, shall bear the legend specified in Section 205 and shall be
registered in the name of The Depository Trust Company or its nominee, as
Depositary.


SECTION 302.  Denominations.

                 Upon the occurrence of an event specified in Section 305(2),
Securities shall be issuable only in registered form without coupons and only
in denominations of $1,000 and any integral multiple thereof.


SECTION 303.  Execution, Authentication, Delivery and Dating.

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

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

                 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities for original issue in an aggregate principal amount of up to
$100,000,000 as provided in this Indenture and not otherwise.

                 Each Security shall be dated the date of its authentication.





                                      -23-
<PAGE>   36
                 No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.


SECTION 304.  Temporary Securities.

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

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


SECTION 305.  Registration, Registration of Transfer and Exchange.

                 The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 1002 being herein





                                      -24-
<PAGE>   37
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

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

                 At the option of the Holder, Securities (except Global
Securities) may be exchanged for other Securities of any authorized
denominations and of a like aggregate principal amount and of a like Stated
Maturity and with like terms and conditions, upon surrender of the Securities
to be exchanged at such office or agency.  Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

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

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

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





                                      -25-
<PAGE>   38
                 The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 1104 and ending at the close
of business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

                 The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:

                 (1)      Each Global Security authenticated under this
         Indenture shall be registered in the name of the Depositary designated
         for such Global Security or a nominee thereof and delivered to such
         Depositary or a nominee thereof or custodian therefor, and each such
         Global Security shall constitute a single Security for all purposes of
         this Indenture.

                 (2)      Notwithstanding any other provision in this
         Indenture, no Global Security may be exchanged in whole or in part for
         Securities registered, and no transfer of a Global Security in whole
         or in part may be registered, in the name of any Person other than the
         Depositary for such Global Security or a nominee thereof unless (A)
         such Depositary (i) has notified the Company that it is unwilling or
         unable to continue as Depositary for such Global Security and is not
         replaced by a successor Depositary approved by the Trustee within 90
         days or (ii) at any time has ceased to be a clearing agency registered
         under the Exchange Act, or (B) the Company in its sole discretion
         determines not to have all of the Securities represented by a Global
         Security and notifies the Trustee thereof or (C) there shall have
         occurred and be continuing an Event of Default with respect to such
         Global Security.

                 (3)      Subject to Clause (2) above, any exchange of a Global
         Security for other Securities may be made in whole or in part, and all
         Securities issued in exchange for a Global Security or any portion
         thereof shall be registered in such names as the Depositary for such
         Global Security shall direct.

                 (4)      Every Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a
         Global Security or any portion thereof, whether pursuant to this
         Section, Section 304, 306, 906 or 1208 or otherwise, shall be
         authenticated and





                                      -26-
<PAGE>   39
         delivered in the form of, and shall be, a Global Security, unless such
         Security is registered in the name of a Person other than the
         Depositary for such Global Security or a nominee thereof.


SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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





                                      -27-
<PAGE>   40
                 The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.


SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

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

                 (1)  The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner.  The Company
         shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security and the date of the
         proposed payment, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this Clause provided.  Thereupon the Trustee shall fix
         a Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not





                                      -28-
<PAGE>   41
         less than 10 days after the receipt by the Trustee of the notice of
         the proposed payment.  The Trustee shall promptly notify the Company
         of such Special Record Date and, in the name and at the expense of the
         Company, shall cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed,
         first-class postage prepaid, to each Holder at his address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date.  Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names
         the Securities (or their respective Predecessor Securities) are
         registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

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

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


SECTION 308.  Persons Deemed Owners.

                 Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Section 307) interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and





                                      -29-
<PAGE>   42
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.


SECTION 309.  Cancellation.

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


SECTION 310.  Computation of Interest.

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


                                  ARTICLE FOUR

                           Satisfaction and Discharge


SECTION 401.  Satisfaction and Discharge of Indenture.

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

                 (1)  either

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





                                      -30-
<PAGE>   43
                 been replaced or paid as provided in Section 306 and (ii)
                 Securities for whose payment money has theretofore been
                 deposited in trust or segregated and held in trust by the
                 Company and thereafter repaid to the Company or discharged
                 from such trust, as provided in Section 1003) have been
                 delivered to the Trustee for cancellation; or

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

                                (i)  have become due and payable, or

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

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

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

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

                 (3)  the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent herein provided for





                                      -31-
<PAGE>   44
         relating to the satisfaction and discharge of this Indenture have been
         complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section or if money or U.S. Government Obligations have been deposited
with the Trustee pursuant to Section 1104, the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.


SECTION 402.  Application of Trust Money.

                 Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Section
1102 or 1103 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 1102 or
1103, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee.


                                  ARTICLE FIVE

                                    Remedies


SECTION 501.  Events of Default.

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





                                      -32-
<PAGE>   45
                 (1)  default in the payment of any interest upon any Security
         when it becomes due and payable, and continuance of such default for a
         period of 30 days; or

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

                 (3)  default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere
         in this Section specifically dealt with), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 10% in
         principal amount of the Outstanding Securities a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                 (4)  a default in the payment of principal at Maturity 
         (subject to any applicable grace period) of any Indebtedness for money
         borrowed by the Company or any Subsidiary that has an outstanding
         principal balance of $15,000,000 or more, whether such Indebtedness now
         exists or shall hereafter be created, or the acceleration of such
         indebtedness without such acceleration having been rescinded or
         annulled within a period of 10 days after there shall have been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 10% in principal
         amount of the Outstanding Securities a written notice specifying such
         default and requiring the Company to cause such acceleration to be
         rescinded or annulled and stating that such notice is a "Notice of
         Default" hereunder; provided, however, that, subject to the provisions
         of Sections 601 and 602, the Trustee shall not be deemed to have
         knowledge of such default unless either (A) a Responsible Officer of
         the Trustee shall have actual knowledge of such default or (B) the





                                      -33-
<PAGE>   46
         Trustee shall have received written notice thereof from the Company,
         from any Holder, from the holder of any such indebtedness or from the
         trustee under any such mortgage, indenture or other instrument; or

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

             (6)  the commencement by the Company of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or of any other case
         or proceeding to be adjudicated a bankrupt or insolvent, or the
         consent by it to the entry of a decree or order for relief in respect
         of the Company in an involuntary case or proceeding under any
         applicable Federal or State bankruptcy, insolvency, reorganization or
         other similar law or to the commencement of any bankruptcy or
         insolvency case or proceeding against it, or the filing by it of a
         petition or answer or consent seeking reorganization or relief under
         any applicable Federal or State law, or the consent by it to the
         filing of such petition or to the appointment of or taking possession
         by a custodian, receiver, liquidator, assignee, trustee, sequestrator
         or other similar official of the Company or of any substantial part of
         its property, or the making by it of an assignment for the benefit





                                      -34-
<PAGE>   47
         of creditors, or the admission by it in writing of its inability to
         pay its debts generally as they become due, or the taking of corporate
         action by the Company in furtherance of any such action.


SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

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

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

                 (1)  the Company has paid or deposited with the Trustee a sum
         sufficient to pay
         
                          (A)  all overdue interest on all Securities,

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

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





                                      -35-
<PAGE>   48
                          (D)  all sums paid or advanced by the Trustee
                 hereunder and the reasonable compensation, expenses,
                 disbursements and advances of the Trustee, its agents and
                 counsel and all other amounts due the Trustee under Section
                 607;

         and

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

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


SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

                 The Company covenants that if

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

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

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

                 If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or





                                      -36-
<PAGE>   49
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.


SECTION 504.  Trustee May File Proofs of Claim.

                 In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

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


SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

                 All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and all other amounts due the Trustee under Section 607, be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has
been recovered.





                                      -37-
<PAGE>   50

SECTION 506.  Application of Money Collected.

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


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

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

                 THIRD:  To the Company any remaining amounts.


SECTION 507.  Limitation on Suits.

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

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

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

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





                                      -38-
<PAGE>   51
         the costs, expenses and liabilities to be incurred in compliance with
         such request;

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

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

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


SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest.

                 Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.


SECTION 509.  Restoration of Rights and Remedies.

                 If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the





                                      -39-
<PAGE>   52
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


SECTION 510.  Rights and Remedies Cumulative.

                 Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


SECTION 511.  Delay or Omission Not Waiver.

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


SECTION 512.  Control by Holders.

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

                 (1)  such direction shall not be in conflict with any rule of
         law or with this Indenture, be unduly prejudicial to any other Holders
         of Securities or involve the Trustee in any personal liability, and

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





                                      -40-
<PAGE>   53
SECTION 513.  Waiver of Past Defaults.

                 The Holders of at least a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

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

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

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


SECTION 514.  Undertaking for Costs.

                 In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided, that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company; and provided further, that the provisions of this Section shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest
on any Security on or after the Stated Maturities expressed in such Security.


SECTION 515.  Waiver of Stay or Extension Laws.

                 The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or





                                      -41-
<PAGE>   54
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


                                  ARTICLE SIX

                                  The Trustee


SECTION 601.  Certain Duties and Responsibilities.

                 The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act.  Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.


SECTION 602.  Notice of Defaults.

                 The Trustee shall give the Holders notice of any default
hereunder as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(3), no such notice to Holders shall be given until at least 60 days after
the occurrence thereof.  For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would
become, an Event of Default.





                                      -42-
<PAGE>   55
SECTION 603.  Certain Rights of Trustee.

                 Subject to the provisions of Section 601:

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

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

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

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

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

                 (f)  the Trustee shall not be bound to make any investigation
         into the facts or





                                      -43-
<PAGE>   56
         matters stated in any resolution, certificate, statement, instrument,
         opinion, report, notice, request, direction, consent, order, bond,
         debenture, note, other evidence of indebtedness or other paper or
         document, but the Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit,
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Company, personally or by agent or attorney; and

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


SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

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


SECTION 605.  May Hold Securities.

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





                                      -44-
<PAGE>   57
SECTION 606.  Money Held in Trust.

                 Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the Company.


SECTION 607.  Compensation and Reimbursement.

                 The Company agrees

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

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

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

                 As security for the performance of the obligations of the
Company under this Section the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (and premium,
if any) or interest on particular Securities.





                                      -45-
<PAGE>   58
                 When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or (6), the
expenses and the compensation for the services are intended to constitute
expenses of administration under any bankruptcy law.


SECTION 608.  Disqualification; Conflicting Interests.

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


SECTION 609.  Corporate Trustee Required; Eligibility.

                 There shall at all times be a Trustee hereunder which shall be
a Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000 and its
Corporate Trust Office in The Borough of Manhattan, The City of New York.  If
such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  The Company may not, nor may any
Person directly or indirectly controlling, controlled by, or under common
control with the Company, serve as Trustee.  If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


SECTION 610.  Resignation and Removal; Appointment of Successor.

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

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





                                      -46-
<PAGE>   59
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

                 (c)  The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and to the Company.

                 (d)  If at any time:

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

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

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

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

                 (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee and shall comply with the applicable requirements of Section
611.  If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the
successor





                                      -47-
<PAGE>   60
Trustee and supersede the successor Trustee appointed by the Company.  If no
successor Trustee shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 611, any Holder who
has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

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


SECTION 611.  Acceptance of Appointment by Successor.

                 Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company 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.  Upon request of any such
successor Trustee, the Company, subject nevertheless to its lien, if any,
provided for in Section 607, shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.

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


SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

                 Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any





                                      -48-
<PAGE>   61
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


SECTION 613.  Preferential Collection of Claims Against Company.

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


SECTION 614.  Appointment of Authenticating Agent.

                 The Trustee may appoint an Authenticating Agent or Agents
which shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of
transfer or partial redemption or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority.  If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of





                                      -49-
<PAGE>   62
this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

                 Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.

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

                 The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

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





                                      -50-
<PAGE>   63
                 This is one of the Securities described in the 
within-mentioned Indenture.



                                        CHEMICAL BANK,
                                        As Trustee


                                        By                                    ,
                                            ----------------------------------
                                            As Authenticating Agent



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


                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company


SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

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

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

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

provided, however, that if and so long as the Trustee shall be the Security
Registrar for the Securities, no such list need be finished.





                                      -51-
<PAGE>   64
SECTION 702.  Preservation of Information; Communications to Holders.

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

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

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


SECTION 703.  Reports by Trustee.

                 (a)  Within 60 days of the reporting date in each year,
commencing in 1996, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.  The term "reporting date" as used in this Section means May
15.

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


SECTION 704.  Reports by Company.

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





                                      -52-
<PAGE>   65
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.


                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease


SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.

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

                 (1)  in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease its properties and assets
         substantially as an entirety to any Person, the Person formed by such
         consolidation or into which the Company is merged or the Person which
         acquires by conveyance or transfer, or which leases, the properties
         and assets of the Company substantially as an entirety shall be a
         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 premium, if any) and interest on all the
         Securities and the performance or observance of every covenant of this
         Indenture on the part of the Company to be performed or observed;

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





                                      -53-
<PAGE>   66
                 (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 Section 1008, the
         Company or such successor Person, as the case may be, shall take such
         steps as shall be necessary effectively to secure the Securities
         equally and ratably with (or prior to) all indebtedness secured
         thereby; and

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


SECTION 802.  Successor Substituted.

                 Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, 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.





                                      -54-
<PAGE>   67
                                  ARTICLE NINE

                            Supplemental Indentures


SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

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

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

                 (3)  to cure any defect or ambiguity, to correct or supplement
         any provision herein which may be defective or inconsistent with any
         other provision herein, or to make any other provisions with respect
         to matters or questions arising under this Indenture which shall not
         be inconsistent with the provisions of this Indenture, provided that
         such action pursuant to this Clause (3) shall not adversely affect the
         interests of the Holders in any material respect.


SECTION 902.  Supplemental Indentures with Consent of Holders.

                 With the consent of the Holders of a majority in principal
amount of the Outstanding Securities, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders under this Indenture; provided, however, that





                                      -55-
<PAGE>   68
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

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

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

                 (3)  modify any of the provisions of this Section, Section 513
         or Section 1010, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby.

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


SECTION 903.  Execution of Supplemental Indentures.

                 In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying
upon, in addition to the Officer's Certificate and Opinion of Counsel required
by Section 102, an Opinion of Counsel stating that the execution of such
supplemental





                                      -56-
<PAGE>   69
indenture is authorized or permitted by this Indenture.  The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.


SECTION 904.  Effect of Supplemental Indentures.

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


SECTION 905.  Conformity with Trust Indenture Act.

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


SECTION 906.  Reference in Securities to Supplemental Indentures.

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


                                  ARTICLE TEN

                                   Covenants


SECTION 1001.  Payment of Principal, Premium and Interest.

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





                                      -57-
<PAGE>   70
SECTION 1002.  Maintenance of Office or Agency.

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

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


SECTION 1003.  Money for Security Payments to Be Held in Trust.

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

                 Whenever the Company shall have one or more Paying Agents, it
will, prior to each due date of the principal of (and premium, if any) or
interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
such amount, such sum to be held as provided by the Trust Indenture Act,





                                      -58-
<PAGE>   71
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or failure so to act.

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

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

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





                                      -59-
<PAGE>   72
SECTION 1004.  Statement by Officers as to Default.

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

                 The Company shall promptly, and in any event within 10 days of
the occurrence thereof, give notice to the Trustee of any default or Event of
Default hereunder.


SECTION 1005.  Existence.

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


SECTION 1006.  Maintenance of Properties.

                 The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection





                                      -60-
<PAGE>   73
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.


SECTION 1007.  Payment of Taxes and Other Claims.

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


SECTION 1008.  Restrictions on Liens.

                 So long as any of the Securities are Outstanding, the Company
will not, and will not permit any Restricted Subsidiary to, issue, assume,
incur or guarantee any Indebtedness secured by a Lien on or with respect to any
Principal Property of the Company or any Restricted Subsidiary, or upon any
shares of capital stock or Indebtedness of any Restricted Subsidiary, whether
now owned or leased or hereafter acquired, without in any such case effectively
providing that the Securities shall be secured equally and ratably with (or
prior to) such Indebtedness, except that the foregoing restrictions shall not
apply to: (a) Liens existing as of the date of this Indenture, (b) Liens to
secure the payment of all or any part of the purchase price or cost of
construction or improvements in respect of property or properties acquired by
the Company or a Restricted Subsidiary after the date of this Indenture
securing Indebtedness incurred prior to, at the time of, or within 270 days
after, the acquisition of any such property or the completion of any such
construction or improvements and which secure indebtedness not in excess of the
amount expended in the acquisition of, or construction or improvements on, such
properties, (c) Liens upon any





                                      -61-
<PAGE>   74
property owned or leased by any Restricted Subsidiary when it becomes a
Restricted Subsidiary, (d) Liens existing on any property at the time of its
acquisition by the Company or a Restricted Subsidiary (including acquisition
through merger or consolidation), (e) Liens securing Indebtedness of a
Restricted Subsidiary to the Company or to another Restricted Subsidiary and
(f) the extension, renewal or replacement (or successive extensions, renewals
or replacements), in whole or in part, of any Lien referred to in the foregoing
clauses (a) through (e), or of any Indebtedness secured thereby, but only if
the principal amount of Indebtedness secured by the Lien immediately prior
thereto is not increased and the Lien is not extended to other property.
Notwithstanding the foregoing, the Company or any Restricted Subsidiary may
issue, assume, incur or guarantee Indebtedness secured by Liens which otherwise
would be subject to the foregoing restrictions, in an aggregate amount which,
together with all other such Indebtedness outstanding secured by Liens as
provided above (not including Indebtedness excluded as provided in clauses (a)
through (f) above) and all Attributable Debt in respect of Sale and Leaseback
Transactions which would not be permitted by either clause (a), (b) or (c)
under in Section 1009, does not exceed 15% of Consolidated Net Tangible Assets.


SECTION 1009.    Restrictions on Sale and Leaseback Transactions.

                 So long as any of the Securities are Outstanding, the Company
will not, nor will it permit any Restricted Subsidiary to, enter into any
arrangement with any Person (other than the Company or a Restricted Subsidiary)
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property, whether now owned or hereafter acquired, which has been or
is to be sold or transferred by the Company or such Restricted Subsidiary to
such Persons with the intention of taking back a lease on such property (a
"Sale and Leaseback Transaction") unless (a) such transaction involves a lease
or right to possession or use for a temporary period not to exceed three years
following such sale, by the end of which it is intended that the use of such
property by the lessee will be discontinued, (b) the Company or such Restricted
Subsidiary would, on the effective date of such transaction, be entitled to
issue, assume or guarantee Indebtedness secured by a Lien on such property at
least equal in an amount to the Attributable Debt in respect thereof, without
equally and ratably securing the Securities as set forth in this Indenture, or
(c) if the proceeds of such sale (i) are equal to or greater





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<PAGE>   75
than the fair market value (as determined by the Board of Directors of the
Company) of such property and (ii) are applied within 270 days after the
receipt of the proceeds of sale or transfer to either the purchase or
acquisition of fixed assets or equipment used in the operation of the business
or the construction of fixed improvements on real property or to the repayment
of Securities or Senior Funded Debt of the Company or any Restricted
Subsidiary. The preceding restrictions shall not apply to any Sale and
Leaseback Transaction between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries. Notwithstanding the foregoing, the Company or
any Restricted Subsidiary may enter into Sale and Leaseback Transactions in
addition to any permitted by the two immediately preceding sentences and
without any obligation to retire any Securities or other Indebtedness, provided
that, at the time of entering into such Sale and Leaseback Transactions, and
after giving effect thereto, the amount of Attributable Debt in respect of such
Sale and Leaseback Transaction, together with all such other Attributable Debt
outstanding and all Indebtedness outstanding secured by Liens (not including
Indebtedness excluded as provided in clauses (a) through (f)  in Section 1008),
does not exceed 15% of Consolidated Net Tangible Assets.


SECTION 1010.  Waiver of Certain Covenants.

                 The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 1008 and 1009, if before the
time for such compliance the Holders of at least a majority in principal amount
of the Outstanding Securities shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.


                                 ARTICLE ELEVEN

                       Defeasance and Covenant Defeasance


SECTION 1101.  Company's Option to Effect Defeasance or Covenant Defeasance.





                                      -63-
<PAGE>   76
                 The Company may elect, at its option at any time, to have
Section 1102 or Section 1103 applied to any Securities designated pursuant to
Section 301 as being defeasible pursuant to such Section 1102 or 1103, in
accordance with any applicable requirements provided pursuant to Section 301
and upon compliance with the conditions set forth below in this Article. Any
such election shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 301 for such Securities.


SECTION 1102.  Defeasance and Discharge.

                 Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities the Company shall be deemed to have been
discharged from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 1104 are
satisfied (hereinafter called "Defeasance").  For this purpose, such Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), subject to the following which
shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1104 and as more fully set forth in such Section, payments
in respect of the principal and any premium and interest on such Securities
when payments are due, (2) the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 1002, 1003 and 1208, (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article.  Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 1103 applied to such
Securities.


SECTION 1103.  Covenant Defeasance.

                 Upon the Company's exercise of its option (if any) to have
this Section applied to any Securities (1) the Company shall be released from
its obligations under Section 801(3), Sections 1006 through 1010, inclusive,
and any covenant provided pursuant to Section 901(2) for the benefit of the
Holders of such Securities and (2) the occurrence of





                                      -64-
<PAGE>   77
any event specified in Sections 501(3) (with respect to any of Section 801(3),
Sections 1006 through 1010, inclusive, and any such covenants provided pursuant
to Section 901(2) and 501(4) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1104 are
satisfied (hereinafter called "Covenant Defeasance").  For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 501(3)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of
any reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


SECTION 1104.  Conditions to Defeasance or Covenant Defeasance.

                 The following shall be the conditions to the application of
Section 1102 or Section 1103 to any Securities:

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





                                      -65-
<PAGE>   78
         obligation of the United States of America for the payment of which
         the full faith and credit of the United States of America is pledged
         or (ii) an obligation of a Person controlled or supervised by and
         acting as an agency or instrumentality of the United States of America
         the payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depositary receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act) as custodian with
         respect to any U.S. Government Obligation which is specified in Clause
         (x) above and held by such bank for the account of the holder of such
         depositary receipt, or with respect to any specific payment of
         principal of or interest on any U.S. Government Obligation which is so
         specified and held, provided that (except as required by law) such
         custodian is not authorized to make any deduction from the amount
         payable to the holder of such depositary receipt from any amount
         received by the custodian in respect of the U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

                 (2)      In the event of an election to have Section 1102
         apply to any Securities the Company shall have delivered to the
         Trustee an Opinion of Counsel stating that (A) the Company has
         received from, or there has been published by, the Internal Revenue
         Service a ruling or (B) since the date of this instrument, there has
         been a change in the applicable Federal income tax law, in either case
         (A) or (B) to the effect that, and based thereon such opinion shall
         confirm that, the Holders of such Securities will not recognize gain
         or loss for Federal income tax purposes as a result of the deposit,
         Defeasance and discharge to be effected with respect to such
         Securities and will be subject to Federal income tax on the same
         amount, in the same manner and at the same times as would be the case
         if such deposit, Defeasance and discharge were not to occur.

                 (3)      In the event of an election to have Section 1103
         apply to any Securities the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that the Holders of such
         Securities will not recognize gain or loss for Federal income tax
         purposes as a result of the deposit and Covenant Defeasance to be
         effected with respect to such Securities and will be subject to
         Federal income tax on the same amount, in





                                      -66-
<PAGE>   79
         the same manner and at the same times as would be the case if such
         deposit and Covenant Defeasance were not to occur.

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

                 (5)      No event which is, or after notice or lapse of time
         or both would become, an Event of Default with respect to such
         Securities or any other Securities shall have occurred and be
         continuing at the time of such deposit or, with regard to any such
         event specified in Sections 501(5) and (6), at any time on or prior to
         the 90th day after the date of such deposit (it being understood that
         this condition shall not be deemed satisfied until after such 90th
         day).

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

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

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

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


SECTION 1105.  Deposited Money and U.S. Government Obligations to Be Held in
               Trust; Miscellaneous Provisions.

                 Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations





                                      -67-
<PAGE>   80
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 1106, the Trustee and
any such other trustee are referred to collectively as the "Trustee") pursuant
to Section 1104 in respect of any Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.

                 The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1104 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of Outstanding Securities.

                 Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1104 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.


SECTION 1106.  Reinstatement.

                 If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 1102 or 1103 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1105 with
respect to such Securities in accordance with this Article; provided,





                                      -68-
<PAGE>   81
however, that if the Company makes any payment of principal of or any premium
or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in
trust.


                                 ARTICLE TWELVE

                            Redemption of Securities


SECTION 1201.  Right of Redemption.

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


SECTION 1202.  Applicability of Article.

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


SECTION 1203.  Election to Redeem; Notice to Trustee.

                 The election of the Company to redeem any Securities as
permitted by any provision of this Indenture shall be evidenced by a Board
Resolution.  In case of any redemption at the election of the Company of less
than all the Securities, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities to be redeemed.


SECTION 1204.  Selection by Trustee of Securities to Be Redeemed.

                 If less than all the Securities are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities
not previously called for redemption, by such method as the





                                      -69-
<PAGE>   82
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to $1,000 or any integral multiple thereof)
of the principal amount of Securities of a denomination larger than $1,000.

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

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


SECTION 1205.  Notice of Redemption.

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

                 All notices of redemption shall state:

                 (1)  the Redemption Date,

                 (2)  the Redemption Price,

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

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

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





                                      -70-
<PAGE>   83
                 Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.


SECTION 1206.  Deposit of Redemption Price.

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


SECTION 1207.  Securities Payable on Redemption Date.

                 Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest.  Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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


SECTION 1208.  Securities Redeemed in Part.

                 Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder





                                      -71-
<PAGE>   84
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.  If a Global Security is so surrendered, such new
Security so issued shall be a new Global Security.

                                *    *    *    *





                                      -72-
<PAGE>   85
                 This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

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


                                        QUAKER STATE CORPORATION



                                        By   /s/ Paul E. Konney      
                                             -----------------------------------
                                             Name:  Paul E. Konney
                                             Title: Vice President,  
                                                    General Counsel
                                                    and Secretary

Attest:



  /s/ Ellen M. Beatty  
---------------------------
Name:  Ellen M. Beatty
Title: Treasurer

                                        CHEMICAL BANK



                                        By  /s/ Frank Grippo
                                            -----------------------------------
                                            Name:   Frank Grippo
                                            Title:  Vice President

Attest:

/s/ Glen G. McKeever
---------------------------
Name:   Glen G. McKeever
Title:  Assistant Secretary





                                      -73-
<PAGE>   86
STATE OF TEXAS  )   ss.:
COUNTY OF DALLAS)


                 On the 19th day of October, 1995, before me personally came
Paul E. Konney, to me known, who, being by me duly sworn, did depose and say
that he is Vice President, General Counsel and Secretary of Quaker State
Corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.



                                            /s/  Linda G. Neal
                                            -----------------------------------

[Notarial Seal]

LINDA G. NEAL
Notary Public, State of Texas
My Commission Expires 6-04-97





                                      -74-
<PAGE>   87
STATE OF NEW YORK  )   ss.:
COUNTY OF NEW YORK )


                 On the 20th day of October, 1995, before me personally came
Frank Grippo, to me known, who, being by me duly sworn, did depose and say that
he is a Vice President of Chemical Bank, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.



                                            /s/ Annabella DeLuca
                                            -----------------------------------
                [NOTARIAL SEAL]             Annabella DeLuca
                                            Notary Public, State of New York
                                            No. 01DE5013759
                                            Qualified in Kings County
                                            Certificate Filed in New York County
                                            Commission Expires July 15, 1997




                                      -75-