<PAGE>   1
                                                                       EXHIBIT 4


                              NEWMONT GOLD COMPANY

                                       AND

                                 CITIBANK, N.A.,

                                     TRUSTEE

                                    INDENTURE

                            Dated as of July 15, 1998

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


                  Reference is made to the following provisions of the Trust
Indenture Act of 1939, as amended, which establish certain duties and
responsibilities of the Issuer and the Trustee which are not set forth in this
Indenture:

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Section     Subject                                     Section     Section
-------     -------                                     -------     -------
<S>         <C>                                         <C>         <C>
310(b)      Disqualification of Trustee for             315(c)      Duties of claims Trustee in case of
            conflicting Securityholders                             default

311         Preferential collection of Trustee          315(d)      Provisions relating to responsibility of
            as creditor of Issuer                                   Trustee

312(a)      Periodic filing of information by           315(e)      Assessment of costs against litigating
            Issuer with Trustee                                     Securityholders in certain
                                                                    circumstances

312(b)      Access of Securityholders to                316(a)      Directions to and waivers by
            information                                             Securityholders in certain
                                                                    circumstances

313(b)      Additional reports of Trustee to            316(b)      Prohibition or impairment of right of
            Securityholders                                         Securityholders to payment

314(c)      Evidence of compliance with                 316(c)      Right of Issuer to set record date for
            conditions precedent                                    certain purposes

315(a)      Duties of Trustee prior to default          317(a)      Special powers of Trustee

315(b)      Notice of default from Trustee to           318(a)      Provisions of Act to control in case of
            Securityholders                                         conflict
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                                TABLE OF CONTENTS

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PARTIES ..................................................................................    1



                                   ARTICLE ONE

DEFINITIONS ..............................................................................    1
         SECTION 1.1 Certain Terms Defined ...............................................    1
         Attributable Debt ...............................................................    2
         Board of Directors ..............................................................    2
         Business Day ....................................................................    2
         Commission ......................................................................    2
         Consolidated Net Tangible Assets ................................................    2
         covenant defeasance .............................................................    3
         Depositary ......................................................................    3
         Dollar or U.S.$ .................................................................    3
         Event of Default ................................................................    3
         Funded Debt .....................................................................    3
         Global Security .................................................................    3
         Holder ..........................................................................    3
         Indenture .......................................................................    3
         Interest ........................................................................    3
         Issuer ..........................................................................    3
         Market Exchange Rate ............................................................    3
         New York Location ...............................................................    4
         Officers' Certificate ...........................................................    4
         Opinion of Counsel ..............................................................    4
         Original issue date .............................................................    4
         Original Issue Discount Security ................................................    4
         Outstanding .....................................................................    4
         Overdue Rate ....................................................................    5
         Person ..........................................................................    5
         Principal .......................................................................    5
         Principal Property ..............................................................    5
         Register ........................................................................    5
         Resolution ......................................................................    5
         Responsible Officer .............................................................    5
         Restricted Subsidiary ...........................................................    5
         Security or Securities ..........................................................    6
         Security registrar ..............................................................    6
         series ..........................................................................    6
         Subsidiary ......................................................................    6
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         tranche .........................................................................     6
         Trustee .........................................................................     6
         Trust Indenture Act of 1939 .....................................................     6
         U.S. Government Obligations .....................................................     6
         vice president ..................................................................     6
         Yield to Maturity ...............................................................     7


                                  ARTICLE TWO


SECURITIES ...............................................................................     7
         SECTION 2.1 Forms Generally .....................................................     7
         SECTION 2.2 Form of Face of Security ............................................     7
         SECTION 2.3 Form of Reverse of Security .........................................     9
         SECTION 2.4 Form of Trustee's Certificate of Authentication .....................    13
         SECTION 2.5 Amount Unlimited; Issuable in Series ................................    13
         SECTION 2.6 Authentication and Delivery of Securities ...........................    15
         SECTION 2.7 Execution of Securities .............................................    17
         SECTION 2.8 Certificate of Authentication .......................................    17
         SECTION 2.9 Denomination and Date of Securities; Payments of Interest ...........    17
         SECTION 2.10 Registration, Transfer and Exchange ................................    18
         SECTION 2.11 Mutilated, Defaced, Destroyed, Lost and Stolen Securities ..........    20
         SECTION 2.12 Cancellation of Securities Paid, etc ...............................    21
         SECTION 2.13 Temporary Securities ...............................................    22
         SECTION 2.14 CUSIP Numbers ......................................................    22


                                 ARTICLE THREE


COVENANTS OF THE ISSUER ..................................................................    22
         SECTION 3.1 Payment of Principal and Interest ...................................    22
         SECTION 3.2 Offices for Payments, etc ...........................................    23
         SECTION 3.3 Paying Agents .......................................................    23
         SECTION 3.4 Limitation on Liens .................................................    24
         SECTION 3.5 Limitation on Sales and Leasebacks ..................................    26
         SECTION 3.6 Notice of Default ...................................................    27
         SECTION 3.7 Calculation of Original Issue Discount ..............................    27
         SECTION 3.8 Reports .............................................................    27
         SECTION 3.9 Compliance Certificates .............................................    27


                                  ARTICLE FOUR


REMEDIES OF THE TRUSTEE AND
         SECURITYHOLDERS ON EVENT OF DEFAULT .............................................    28
         SECTION 4.1 Events of Default ...................................................    28
         SECTION 4.2 Payment of Securities on Default; Suit Therefor .....................    30
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         SECTION 4.3 Application of Moneys Collected by Trustee ..........................    32
         SECTION 4.4 Proceedings by Trustee ..............................................    33
         SECTION 4.5 Restoration of Rights on Abandonment of Proceedings .................    33
         SECTION 4.6 Proceedings by Securityholders ......................................    33
         SECTION 4.7 Remedies Cumulative and Continuing ..................................    34
         SECTION 4.8 Control by Securityholders ..........................................    34
         SECTION 4.9 Waiver of Past Defaults .............................................    34


                                  ARTICLE FIVE


CONCERNING THE TRUSTEE ...................................................................    35
         SECTION 5.1 Reliance on Documents, Opinions, etc.; No Requirement for
              Expenditure of Own Funds ...................................................    35
         SECTION 5.2 No Responsibility for Recitals, etc .................................    36
         SECTION 5.3 Trustee and Agents May Hold Securities ..............................    37
         SECTION 5.4 Moneys to Be Held in Trust ..........................................    37
         SECTION 5.5 Compensation and Expenses of Trustee ................................    37
         SECTION 5.6 Right of Trustee to Rely on Officers' Certificate, etc ..............    38
         SECTION 5.7 Eligibility of Trustee ..............................................    38
         SECTION 5.8 Resignation or Removal of Trustee; Appointment of Successor
              Trustee ....................................................................    38
         SECTION 5.9 Acceptance of Appointment by Successor Trustee ......................    39
         SECTION 5.10 Merger, Conversion, Consolidation or Succession to Business of
              Trustee ....................................................................    40
         SECTION 5.11 Reports by Trustee to Securityholders ..............................    41


                                  ARTICLE SIX


CONCERNING THE SECURITYHOLDERS ...........................................................    41
         SECTION 6.1 Action by Securityholders ...........................................    41
         SECTION 6.2 Proof of Execution by Securityholders ...............................    43
         SECTION 6.3 Holders to Be Treated as Owners .....................................    43
         SECTION 6.4 Securities Owned by Issuer Deemed Not Outstanding ...................    43
         SECTION 6.5 Right of Revocation of Action Taken .................................    44
         SECTION 6.6 Securityholders' Meetings; Purposes .................................    44
         SECTION 6.7 Call of Meetings by Trustee .........................................    44
         SECTION 6.8 Call of Meetings by Issuer or Securityholders .......................    45
         SECTION 6.9 Qualifications for Voting ...........................................    45
         SECTION 6.10 Quorum; Adjourned Meetings .........................................    45
         SECTION 6.11 Regulations ........................................................    46
         SECTION 6.12 Voting .............................................................    46
         SECTION 6.13 No Delay of Rights by Meeting ......................................    47
         SECTION 6.14 Written Consent in Lieu of Meeting .................................    47
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                                 ARTICLE SEVEN


SUPPLEMENTAL INDENTURES ..................................................................    47
         SECTION 7.1 Supplemental Indentures Without Consent of Securityholders ..........    47
         SECTION 7.2 Supplemental Indentures With Consent of Securityholders .............    49
         SECTION 7.3 Effect of Supplemental Indenture ....................................    50
         SECTION 7.4 Certain Documents to Be Given to Trustee ............................    50
         SECTION 7.5 Notation on Securities ..............................................    50


                                 ARTICLE EIGHT


CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE ........................................    50
         SECTION 8.1 Issuer May Consolidate, etc., on Certain Terms ......................    50
         SECTION 8.2 Successor Corporation to Be Substituted .............................    51
         SECTION 8.3 Opinion of Counsel and Officers' Certificate to Be Given to Trustee .    51


                                  ARTICLE NINE


SATISFACTION AND DISCHARGE 
         OF INDENTURE; UNCLAIMED MONEYS ..................................................    52
         SECTION 9.1 Satisfaction and Discharge of Indenture .............................    52
         SECTION 9.2 Application by Trustee of Funds Deposited for Payment of
              Securities .................................................................    52
         SECTION 9.3 Repayment of Moneys Held by Paying Agent ............................    53
         SECTION 9.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for
              Two Years ..................................................................    53
         SECTION 9.5 Issuer's Option to Effect Defeasance or Covenant Defeasance .........    53
         SECTION 9.6 Defeasance and Discharge ............................................    53
         SECTION 9.7 Covenant Defeasance .................................................    54
         SECTION 9.8 Conditions to Defeasance or Covenant Defeasance .....................    54
         SECTION 9.9 Deposited Money and U.S. Government Obligations to Be Held in
              Trust; Other Miscellaneous Provisions ......................................    55


                                  ARTICLE TEN


REDEMPTION OF SECURITIES AND SINKING FUNDS ...............................................    56
         SECTION 10.1 Applicability of Article ...........................................    56
         SECTION 10.2 Notice of Redemption; Selection of Securities ......................    56
         SECTION 10.3 Payment of Securities Called for Redemption ........................    57
         SECTION 10.4 Exclusion of Certain Securities from Eligibility for Selection for
              Redemption .................................................................    58
         SECTION 10.5 Mandatory and Optional Sinking Funds ...............................    58
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                                 ARTICLE ELEVEN


MISCELLANEOUS PROVISIONS .................................................................    61
         SECTION 11.1 Incorporators, Stockholders, Officers and Directors of Issuer
              Exempt from Individual Liability ...........................................    61
         SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and
              Securityholders ............................................................    61
         SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture ................    62
         SECTION 11.4 Notices and Demands on Issuer, Trustee and Securityholders .........    62
         SECTION 11.5 Officers' Certificates and Opinions of Counsel; Statements to Be
              Contained Therein ..........................................................    62
         SECTION 11.6 Official Acts by Successor Entity ..................................    63
         SECTION 11.7 Payments Due on Saturdays, Sundays and Legal Holidays ..............    63
         SECTION 11.8 NEW YORK LAW TO GOVERN .............................................    63
         SECTION 11.9 Counterparts .......................................................    64
         SECTION 11.10 Effect of Headings ................................................    64
         SECTION 11.11 Conflict with Trust Indenture Act .................................    64
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                                      (v)
<PAGE>   7
                  THIS INDENTURE, dated as of July 15, 1998 between NEWMONT GOLD
COMPANY, a Delaware corporation (the "Issuer"), and CITIBANK, N.A., a national
banking association duly incorporated and existing under the laws of the United
States of America (the "Trustee").


                              W I T N E S S E T H :


                  WHEREAS, the Issuer has duly authorized the issuance from time
to time of its unsecured bonds, debentures, notes and other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts and denominated in United States dollars or foreign
currency or units or composites of two or more thereof as may from time to time
be authorized in accordance with the terms of this Indenture and to provide,
among other things, for the authentication, delivery and administration thereof,
the Issuer has duly authorized the execution and delivery of this Indenture; and

                  WHEREAS, all things necessary to make this Indenture, when
executed and delivered by the parties hereto, a valid indenture and agreement
according to its terms, have been done;


                  NOW, THEREFORE:

                  In consideration of the premises and the purchases of the
Securities by the Holders thereof, the Issuer and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective Holders from
time to time of the Securities as follows:


                                   ARTICLE ONE

                                   DEFINITIONS

                  SECTION 1.1 Certain Terms Defined. The following terms (except
as herein otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture that are defined in the Trust Indenture Act of
1939, as amended to the date of this Indenture as originally executed, or the
definitions of which in the Securities Act of 1933, as amended to the date of
this Indenture as originally executed, are referred to in the Trust Indenture
Act of 1939 (except as herein otherwise expressly provided or unless the context
otherwise clearly requires), shall have the meanings assigned to such terms in
said Trust Indenture Act and in said Securities Act as in force at the date of
this Indenture. 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. 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>   8

                  "Attributable Debt" means, as to any particular lease under
which the Issuer is at the time liable, at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid by
the Issuer under such lease during the remaining term thereof, discounted from
the respective due dates thereof to such date at the rate of interest per annum
implicit in the terms of such lease (as determined by any two of the following:
the chairman, the president, the executive vice president, any senior vice
president, the treasurer, the controller or the secretary of the Issuer)
compounded semi-annually. The net amount of rent required to be paid under any
such lease for any such period shall be the amount of the rent payable by the
lessee with respect to such period, after excluding amounts required to be paid
on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.

                  "Board of Directors" means either the Board of Directors of
the Issuer or any committee of such Board of Directors duly authorized to act
hereunder.

                  "Business Day" means, except as otherwise provided pursuant to
Section 2.5 for Securities of any series, any day that is not a Saturday or
Sunday and that is not a day on which banking institutions are generally
authorized or obligated by law to close in The City of New York.

                  "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 and delivery of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act of 1939, then the body performing such duties on such
date.

                  "Consolidated Net Tangible Assets" means the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any thereof which are
by their terms extendible or renewable at the option of the obligor thereon to a
time more than 12 months after the time as of which the amount thereof is being
computed and excluding current maturities of long-term indebtedness and capital
lease obligations) and (b) all goodwill, all as shown in the most recent
consolidated balance sheet of the Issuer and its Subsidiaries computed in
accordance with generally accepted accounting principles.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 111 Wall Street, 5th Floor, New
York, New York 10043, Attention: Corporate Agency and Trust Department, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Issuer, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to
time by notice to the Holders and the Issuer).



                                      -2-
<PAGE>   9

                  "covenant defeasance" and "defeasance" have the meanings
assigned to such terms, respectively, by Sections 9.7 and 9.6.

                  "Depositary" means, with respect to the Securities of any
series or tranche issuable or issued in the form of one or more Global
Securities, the Person designated as Depositary for such Global Securities by
the Issuer pursuant to Section 2.6 until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Depositary" shall mean or include each Person who is then a
Depositary for such Global Securities, and if at any time there is more than one
Person designated as Depositary for Global Securities of a particular series or
tranche, "Depositary", as used with respect to the Securities of such series or
tranche, means the Depositary with respect to the particular Global Security or
Securities.

                  "Dollar or U.S.$" means the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debts.

                  "Event of Default" means any event or condition specified as
such in Section 4.1.

                  "Funded Debt" means all indebtedness for money borrowed having
a maturity of more than 12 months from the date as of which the amount thereof
is to be determined or having a maturity of less than 12 months but by its terms
being renewable or extendable beyond 12 months from such date at the option of
the borrower.

                  "Global Security" means a Security evidencing all or a part of
a series or tranche of Securities, issued to the Depositary for such series or
tranche, as the case may be, in accordance with Section 2.6 and bearing the
legend prescribed in Section 2.6.

                  "Holder", "Holder of Securities", "Securityholder" or other
similar terms means a Person in whose name a Security is registered in the
Register.

                  "Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended
and/or supplemented from time to time, and shall include (i) for all purposes of
this instrument and any supplemental indenture, the provisions of the Trust
Indenture Act of 1939 that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively, and (ii) the forms and terms
of particular series of Securities established as contemplated hereunder.

                  "Interest" means, when used with respect to a non-interest
bearing Security, interest payable after the principal thereof has become due
and payable whether at maturity, by declaration of acceleration, by call for
redemption, pursuant to a sinking fund or otherwise.

                  "Issuer" means Newmont Gold Company, a Delaware corporation,
until any successor corporation shall have become such pursuant to Article Eight
and thereafter "Issuer" shall mean such successor except as otherwise provided
in Section 8.2.

                  "Market Exchange Rate" has the meaning set forth in Section
6.1.



                                      -3-
<PAGE>   10

                  "New York Location" means the location in the Borough of
Manhattan, The City of New York, at which at any particular time the Trustee
receives and redelivers securities, which location at the date of execution of
this Indenture is 111 Wall Street, New York, New York 10043.

                  "Officers' Certificate" when used with respect to the Issuer,
means a certificate signed by the chairman of the Board of Directors, the
president, the executive vice president or any senior vice president and by the
treasurer, controller, the secretary of the Issuer and delivered to the Trustee.
Each such certificate shall include the statements required by the Trust
Indenture Act of 1939 or as provided for in Section 11.5, if and to the extent
required hereby.

                  "Opinion of Counsel" means an opinion in writing signed by
legal counsel who may be an employee of or counsel to the Issuer and who shall
be satisfactory to the Trustee. Each such opinion shall include the statements
required by the Trust Indenture Act of 1939 or as provided for in Section 11.5,
if and to the extent required hereby.

                  "Original issue date" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

                  "Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon redemption or a declaration of acceleration of the maturity thereof
pursuant to Section 4.1.

                  "Outstanding" (except as otherwise required by the Trust
Indenture Act of 1939), when used with reference to Securities, shall, subject
to the provisions of Section 6.4, mean, as of any particular time, all
Securities theretofore authenticated and delivered by the Trustee under this
Indenture, except

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

                  (b) Securities, or portions thereof, which have become due and
         for the payment or redemption of which moneys in the necessary amount
         shall have been theretofore deposited in trust with the Trustee or with
         any paying agent (other than the Issuer) or shall have been set aside,
         segregated and held in trust by the Issuer for the Holders of such
         Securities (if the Issuer shall act as its own paying agent); and

                  (c) Securities in lieu of or in substitution for which other
         Securities shall have been authenticated and delivered pursuant to the
         terms of Section 2.11, or which shall have been paid pursuant to
         Section 2.11.

                  In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount that shall be deemed to be Outstanding for such purposes in the
case of an Original Issue Discount Security or (unless as otherwise established
pursuant to Section 2.5) in the case of a Security which provides that an



                                      -4-
<PAGE>   11

amount other than the face amount thereof will or may be payable upon the
maturity thereof or a declaration of acceleration of the maturity thereof shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 4.1.

                  "Overdue Rate" means, unless otherwise specified in the
Securities of any series, the same rate as the rate of interest specified in the
Securities of such series or, in the case of a series of Original Issue Discount
Securities, the Yield to Maturity of such series of Securities.

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

                  "Principal" whenever used with reference to the Securities or
any Security or any portion thereof, shall be deemed to include "and premium, if
any".

                  "Principal Property" means any mine, together with any
fixtures comprising a part thereof, and any plant or other facility, together
with any land upon which such plant or other facility is erected and fixtures
comprising a part thereof, used primarily for mining or processing, in each
case, located in the United States of America and the net book value of which on
the date as of which the determination is being made exceeds 5% of Consolidated
Net Tangible Assets; provided, that Principal Property shall not include (a) any
mine, plant or facility which, in the opinion of the Board of Directors of the
Issuer, is not of material importance to the total business conducted by the
Issuer and its Subsidiaries as an entirety or (b) any portion of a particular
mine, plant or facility which, in the opinion of the Issuer is not of material
importance to the use or operation of such mine, plant or facility.

                  "Register" has the meaning set forth in Section 2.10.

                  "Resolution" means a resolution of the Board of Directors,
including without limitation any such resolution by which or pursuant to which
any series of Securities is authorized and established pursuant to Section 2.5.

                  "Responsible Officer", when used with respect to the Trustee,
means the chairman of the board of directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any vice
president, the cashier, the secretary, the treasurer, any senior trust officer,
trust officer, any assistant trust officer, any assistant vice president, any
assistant cashier, any assistant secretary, any assistant treasurer, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.

                  "Restricted Subsidiary" means any Subsidiary (a) substantially
all of the property of which is located, or substantially all of the business of
which is carried on, within the United States of America and (b) which owns a
Principal Property; provided, that Restricted Subsidiary



                                      -5-
<PAGE>   12

shall not include any Subsidiary the primary business of which consists of
financing operations in connection with leasing and conditional sales
transactions on behalf of the Issuer and its Subsidiaries, and/or purchasing
accounts receivable and/or making loans secured by accounts receivable or
inventory, or which is otherwise primarily engaged in the business of a finance
company.

                  "Security or Securities" (except as otherwise required by the
Trust Indenture Act of 1939) has the meaning stated in the first recital of this
Indenture or means any Securities that have been issued, authenticated and
delivered under this Indenture, as the context may require.

                  "Security registrar" has the meaning set forth in Section
2.10.

                  "series", as used in the definitions of "Indenture" and
"Overdue Rate" in this Section 1.1 and as used in Section 2.5 (except as used in
the first sentence of the second paragraph thereof and in the first and last
sentences of the third paragraph thereof), 2.9, 2.10, 2.11, 2.13, 3.1, 3.2, 3.3
(except as used in the fourth paragraph thereof), 10.1, 10.2, 10.3 and 10.5,
means "tranche" for any Securities of a series of Securities consisting of more
than one tranche.

                  "Subsidiary" means any corporation or any other entity of
which at least a majority of the outstanding stock or other ownership interests
having by the terms thereof ordinary voting power for the election of directors,
managers or trustees of such corporation or any other entity or other persons
performing similar functions (irrespective of whether or not at the time stock
or other ownership interests of any other class or type of such corporation or
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by the
Issuer, or by one or more other Subsidiaries, or by the Issuer and one or more
other Subsidiaries.

                  "tranche" means all Securities of the same series having the
same Original issue date, interest rate, maturity, repayment and redemption
provisions.

                  "Trustee" means the Person identified as "Trustee" in the
first paragraph hereof and, subject to the provisions of Article Five, shall
also include any successor trustee. If pursuant to the provisions of this
Indenture there shall be at any time more than one Trustee hereunder, the term
"Trustee" as used with respect to Securities of any series shall mean the
Trustee or Trustees with respect to the Securities of that series.

                  "Trust Indenture Act of 1939" (except as otherwise provided in
Sections 7.1 and 7.2) means the Trust Indenture Act of 1939, as amended, as in
force at the date as of which this Indenture was originally executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act of 1939" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

                  "U.S. Government Obligations" has the meaning set forth in
Section 9.8.

                  "vice president", (i) when used with respect to the Issuer,
means the executive vice president and any senior vice president, (ii) when used
with respect to the Trustee, means any vice



                                      -6-
<PAGE>   13

president, whether or not designated by a number or a word or words added before
or after the title of "vice president".

                  "Yield to Maturity" means, in the case of any Original Issue
Discount Security, the yield to maturity specified in such Security or in a
Resolution relating thereto.


                                   ARTICLE TWO

                                   SECURITIES

                  SECTION 2.1 Forms Generally. The Securities of each series
shall be substantially in the form set forth in this Article, or in such other
form as shall be established by or pursuant to a Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have imprinted or otherwise reproduced thereon such
letters, numbers or other marks of identification and such legends or
endorsements as may be required to comply with any applicable law, rule or
regulation or with the rules of any securities exchange or as may, consistent
with the provisions of this Indenture, 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 on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

                  SECTION 2.2 Form of Face of Security. [If the Security is an
Original Issue Discount Security, insert any legend required by the Internal
Revenue Code of 1986, as amended and the regulations thereunder.]

No.

$_____________                                                CUSIP No. ________


                              NEWMONT GOLD COMPANY

                         [Insert Designation of Series]

                  Newmont Gold Company, a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Issuer"),
for value received, hereby promises to pay to ________, or registered assigns,
the principal sum of ____________________ on _______________ [if the Security is
to bear interest prior to maturity, insert--, and to pay interest thereon
[[insert as applicable--annually or semi-annually or quarterly]] on [[insert
appropriate interest payment dates]] (the "Interest Payment Dates") in each
year, commencing _____________, [insert--at the rate of __% per annum or, if
applicable, insert the method for determining the adjustable, floating or other
form of variable interest rate borne by the Securities] until the principal
hereof is paid or made available for payment [if applicable, insert --, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of __% per annum



                                      -7-
<PAGE>   14

on any overdue principal and premium, if any, and on any overdue installment of
interest]. Notwithstanding the foregoing, this Security shall bear interest from
the most recent Interest Payment Date to which interest in respect hereof has
been paid or duly provided for, unless (i) the date hereof is such an Interest
Payment Date, in which case from the date hereof, or (ii) no interest has been
paid on this Security, in which case from ____________; provided, however, that
if the Issuer shall default in the payment of interest due on the date hereof,
then this Security shall bear interest from the next preceding Interest Payment
Date to which Interest has been paid or, if no interest has been paid on this
Security from __________. Notwithstanding the foregoing, if the date hereof is
after the _________ or __________ (whether or not a Business Day) (the "Record
Date"), as the case may be, next preceding an Interest Payment Date and before
such Interest Payment Date, this Security shall bear interest from such Interest
Payment Date; provided, however, that if the Issuer shall default in the payment
of interest due on such Interest Payment Date, then this Security shall bear
interest from the next preceding Interest Payment Date to which interest has
been paid or, if no interest has been paid on this Security, from _________. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this
Security is registered at the close of business on the Record Date next
preceding such Interest Payment Date. Unless otherwise specified for the
Security pursuant to Section 2.5, insert - [Interest on this Security will be
computed and paid on the basis of a 360-day year of twelve 30-day months.]

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

                  Payment of the principal of and [if applicable, insert--any
such] interest on this Security will be made at the office or agency of the
Issuer maintained for that purpose in [insert the places of payment], in [insert
the currency or currencies of payment]; provided, however, that at the option of
the Issuer payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security register.

                  [If the Security is an extendible security, insert--The
Securities of this series are subject to repayment on [insert provisions with
respect to repayment date or dates] at the option of the Holders thereof
exercisable on or before the _________________, but not prior to the
_______________ preceding such ____________, at a repayment price equal to the
principal amount thereof to be repaid, together with interest payable thereon to
the repayment date, as described on the reverse side hereof.]



                                      -8-
<PAGE>   15

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

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


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


                                             NEWMONT GOLD COMPANY


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

Attest:


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


                  SECTION 2.3 Form of Reverse of Security.

                              NEWMONT GOLD COMPANY

                  This Security is one of a duly authorized issue of securities
of the Issuer (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of ___________, 1998 (herein called
the "Indenture"), between the Issuer and Citibank, N.A., as Trustee (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Issuer, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert--limited in aggregate principal amount to _________]. The separate series
of Securities may be issued in various aggregate principal amounts, may mature
at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions (if any), may be subject to different
sinking or purchase funds (if any), may be subject to different repayment
provisions (if any), may be subject to different covenants and Events of Default
and may otherwise vary as in the Indenture provided. The Indenture further
provides that the Securities of a single series may be issued at various times,
with different maturity dates, may bear interest, if any, at different rates,
may be subject to different redemption provisions (if any), may be subject to
different sinking or purchase funds (if any) and may be subject to different
repayment provisions (if any).

                  [If applicable, insert -- The Securities of this series may
not be redeemed prior to maturity.]



                                      -9-
<PAGE>   16

                  [If applicable, insert--The Securities of this series are
subject to redemption upon not less than 30 nor more than 60 days' notice by
mail, [[if applicable, insert --(1) on ______ in any year commencing with the
year ______ and ending with the year ____ through operation of the sinking fund
for this series (as more fully described in the next succeeding paragraph) at
[[insert either--a redemption price equal to 100% of the principal amount of the
Securities to be redeemed or the redemption prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below,]], and (2)]] at any time [[if applicable,
insert--on or after ________]], as a whole or in part, at the election of the
Issuer, at the [[insert either--following redemption prices or redemption prices
for redemption otherwise than through operation of the sinking fund]] (expressed
as percentages of the principal amount): if redeemed [[if applicable, insert--on
or before ________, __%, and if redeemed]] during the 12-month period beginning
________ of the years indicated,

                   Redemption Price               [[If applicable, insert -
                    For Redemption                  Price For Redemption
                [[if applicable, insert -               Otherwise Than

                  Through Operation                  Through Operation
Year             of the Sinking Fund]]              of the Sinking Fund]]



and thereafter at a redemption price equal to __% of the principal amount
thereof, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued interest to the date fixed for
redemption, but interest installments maturing on or prior to such redemption
date will be payable to the Holders of such Securities of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

                  [If applicable, insert--The sinking fund for this series
provides for the redemption on ________ in each year beginning with the year
____ and ending with the year ____ of [[not less than]] $________ [[("mandatory
sinking fund payments") and not more than $________]] aggregate principal amount
of Securities of this series.] [If applicable, insert--Securities of this series
acquired or redeemed by the Issuer otherwise than through [[mandatory]] sinking
fund payments may be credited against subsequent [[mandatory]] sinking fund
payments otherwise required to be made.]

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



                                      -10-
<PAGE>   17

                  [If applicable, insert--Partial redemptions must be in an
amount not less than $______________ principal amount of Securities.]

                  [If applicable, insert--In the event of redemption of this
Security in part only, a new Security or Securities of this series for the
unredeemed portion hereof having the same interest rate and maturity as this
Security will be issued in the name of the Holder hereof upon the cancellation
hereof.]

                  [If the Security is not an Original Issue Discount Security,
insert--If an Event of Default with respect to Securities of this series shall
occur and be continuing, then the Trustee or the Holders of not less than 25% in
aggregate principal amount (calculated as provided in the Indenture) of the
Securities of this series then Outstanding may declare the principal of the
Securities of this series and accrued interest thereon, if any, to be due and
payable in the manner and with the effect provided in the Indenture.] [If the
Security is an Original Issue Discount Security, insert--If an Event of Default
with respect to Securities of this series shall occur and be continuing, then
the Trustee or the Holders of not less than 25% in aggregate principal amount
(calculated as provided in the Indenture) of the Securities of this series then
Outstanding may declare an amount of principal of the Securities of this series
due and payable in the manner and with the effect provided in the Indenture.
Such amount shall be equal to [[insert formula for determining the amount]].]

                  [If the Security is an extendible security, insert --The
Securities of this series are subject to repayment in whole, or in part, on
[insert month, day and years], in increments of _______ or multiples of _______
in excess of ______, provided that the portion of the principal amount of any
Security of this series not being repaid shall be at least _____, at the option
of the Holder thereof at a repayment price equal to the principal amount thereof
to be repaid, together with interest payable thereon to the repayment date. For
this Security to be repaid at the option of the Holder, the Trustee must receive
at the Corporate Trust Office or the New York Location, on or before the [insert
month and day] or, if such [insert month and day] is not a day other than a day
on which banking institutions in the Borough of Manhattan, the City and State of
New York are authorized or required by law or regulation to close (a "Business
Day"), the next succeeding Business Day, but not earlier than the [insert month
and day] prior to the [insert month and day] on which the repayment price will
be paid (i) this Security, with the form entitled "Option to Elect Repayment"
below duly completed, or (ii) a facsimile transmission or letter from a member
of a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States of
America setting forth the name of the Holder of this Security, the principal
amount of the Security, the amount of such Security to be repaid, a statement
that the option to elect repayment is being made thereby and a guarantee that
the Security to be repaid with the form entitled "Option to Elect Repayment" on
the reverse thereof duly completed will be received by the Issuer no later than
five Business Days after the date of such facsimile transmission or letter, and
such Security and form duly completed are received by the Issuer by such fifth
Business Day. Either form of notice duly received on or before the [insert month
and day] preceding any such [insert month and day] shall be irrevocable. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Securities of this series for repayment will be determined by
the Issuer, whose determination shall be final and binding.]



                                      -11-
<PAGE>   18

                  The Indenture permits, with certain exceptions as therein
provided, the amendment or supplementing thereof and the modification of the
rights and obligations of the Issuer and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Issuer and the Trustee with the consent of the Holders of not less than a
majority in aggregate principal amount (calculated as provided in the Indenture)
of the Securities at the time Outstanding of all series to be affected (all such
series voting as a single class). The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate principal amount
(calculated as provided in the Indenture) of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive certain past defaults or Events of Default under the Indenture and the
consequences of any such defaults or Events of Default. Any such consent or
waiver by the Holder of this Security (unless revoked as provided in the
Indenture) 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 Issuer,
which is absolute and unconditional, to pay the principal of and interest, if
any, on this Security at the times, place and rate, if any, 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 due presentment of this Security for registration of
transfer at the office or agency of the Issuer in any place where the principal
of and interest, if any, on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, having the same interest rate and maturity and bearing interest
from the same date as this Security, of any authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

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

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

                  Prior to due presentment of this Security for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue and notwithstanding
any notation of ownership or other writing thereon, and neither the



                                      -12-
<PAGE>   19

Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary. All payments made to or upon the order of such registered Holder,
shall, to the extent of the sum or sums paid, effectually satisfy and discharge
liability for monies payable on this Security.

                  No recourse for the payment of the principal of or interest,
if any, on this Security, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Issuer in the Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, official or director, as
such, past, present or future, of the Issuer or of any successor entity, either
directly or through the Issuer or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

                  All terms used in this Security and not otherwise defined
herein which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

                  This Security shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws
principles thereof.

                  SECTION 2.4 Form of Trustee's Certificate of Authentication.
The Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

Dated:                                  CITIBANK, N.A.,
                                          as Trustee

                                        By
                                          --------------------------------------
                                          Authorized Signatory

                  SECTION 2.5 Amount Unlimited; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

                  The Securities may be issued in one or more series, each of
which may consist of one or more tranches. There shall be established in or
pursuant to a Resolution, a copy of which, certified by the secretary or an
assistant secretary of the Issuer, shall be delivered to the Trustee, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of a particular series,

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities



                                      -13-
<PAGE>   20

         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Securities of the series pursuant to
         Section 2.10, 2.11, 2.13 or 10.3);

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

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate or rates
         (including the Overdue Rate) shall be determined, the date or dates
         from which such interest shall accrue or the method by which such date
         or dates may be determined, the interest payment dates on which such
         interest shall be payable and the record dates for the determination of
         Holders to whom interest is payable;

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

                  (6) the price or prices at which, the period or periods within
         which and the terms and conditions upon which Securities of the series
         may be redeemed, in whole or in part, at the option of the Issuer,
         pursuant to any sinking fund or otherwise;

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

                  (8) the price or prices at which, the period or periods within
         which and the terms and conditions upon which Securities of the series
         may be repaid, in whole or in part, at the option of the Holder
         thereof;

                  (9) if other than Dollars, the coin or currency (including
         composite currencies) in which the Securities of the series shall be
         denominated and, if different, the coin or currency (including
         composite currencies) in which payment of the principal of and/or
         interest on the Securities of the series shall be payable;

                  (10) if the principal of and/or interest on the Securities of
         the series are to be payable, at the election of the Issuer or a Holder
         thereof, in a coin or currency (including composite currencies) other
         than that in which the Securities are stated to be payable, the period
         or periods within which, and the terms and conditions upon which, such
         election may be made;

                  (11) if the amount of payments of principal of and/or interest
         on the Securities of the series may be determined with reference to an
         index based on a coin or currency (including composite currencies)
         other than that in which the Securities are stated to be payable or
         with reference to any other index, the manner in which such amounts
         shall be determined;



                                      -14-
<PAGE>   21

                  (12) if other than denominations of U.S. $1,000 (or if the
         Securities are denominated in a currency other than Dollars or in a
         composite currency, 1,000 units of such other currency or composite
         currency) and any multiple thereof, the denominations in which
         Securities of the series shall be issuable;

                  (13) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series which shall be
         payable upon declaration of acceleration of the maturity thereof
         pursuant to Section 4.1 or provable in bankruptcy pursuant to Section
         4.2;

                  (14) if the Securities of the series are Original Issue
         Discount Securities, the price at which and the date on which
         Securities of the series are to be issued and the Yield to Maturity at
         the time of issuance of such series;

                  (15) any other terms of the series which are not inconsistent
         with this Indenture.

                  In the case of Securities of a series issued in tranches, all
Securities of any one tranche shall be substantially identical, except as to
denomination. Except as provided in the preceding sentence, all Securities of
any one series shall be substantially identical except as to denomination,
interest rate and maturity and except as may otherwise be provided in or
pursuant to such Resolution or in any such indenture supplemental hereto. The
applicable Resolution or the applicable supplemental indenture may provide that
Securities of any particular series may be issued at various times, with
different maturities and redemption and repayment provisions (if any) and
bearing interest at different rates, but shall for all purposes under this
Indenture, including, but not limited to, voting and Events of Default, be
treated as Securities of a single series.

                  Except as otherwise specified pursuant to this Section 2.5 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                  SECTION 2.6 Authentication and Delivery of Securities. At any
time and from time to time after the execution and delivery of this Indenture,
the Issuer may deliver Securities of any series executed by the Issuer to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
make available for delivery such Securities to or upon the written order of the
Issuer, signed by both (a) its chairman, its president, its executive vice
president or any senior vice president and (b) its treasurer, its controller,
its secretary, without any further action by the Issuer. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities the Trustee shall be entitled to receive, and
(subject to the requirements of the Trust Indenture Act of 1939) shall be fully
protected in relying upon:

                  (1) a copy of any Resolution or Resolutions relating to such
         series, certified by the secretary or an assistant secretary of the
         Issuer;

                  (2) an executed supplemental indenture, if any, relating
         thereto;



                                      -15-
<PAGE>   22

                  (3) an Officers' Certificate setting forth the form and terms
         of the Securities as required pursuant to Sections 2.1 and 2.5,
         respectively, and prepared in accordance with the requirements of the
         Trust Indenture Act of 1939 and Section 11.5;

                  (4) an Opinion of Counsel, prepared in accordance with the
         requirements of the Trust Indenture Act of 1939 and Section 11.5, which
         shall state that (i) if the form of such Securities has been
         established by or pursuant to a Resolution as permitted by Section 2.1,
         that such form or forms, as the case may be, have been established in
         conformity with the provisions of this Indenture, and that the terms of
         such Securities have been established by or pursuant to a Resolution as
         permitted by Section 2.5 in conformity with the provisions of this
         Indenture and that the authentication and delivery of such Securities
         by the Trustee is authorized under the provisions of this Indenture and
         (ii) that such Securities, when authenticated and delivered by the
         Trustee and issued by the Issuer in the manner and subject to any
         conditions specified in such Opinion of Counsel will constitute valid
         and legally binding obligations of the Issuer, enforceable in
         accordance with their terms, except as the enforceability thereof may
         be limited by bankruptcy, insolvency, reorganization or other similar
         laws affecting the enforcement of creditors' rights generally and to
         general principles of equity regardless of whether the issue of
         enforceability is considered in a proceeding in equity or at law.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders or would adversely affect the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

                  The Trustee shall not be required to authenticate Securities
denominated in a coin or currency other than that of the United States of
America if the Trustee reasonably determines that such Securities impose duties
or obligations on the Trustee which the Trustee is not able or reasonably
willing to accept; provided that the Trustee, upon the request of the Issuer,
will resign as Trustee with respect to Securities of any series as to which such
a determination is made, prior to the issuance of such Securities, and will
comply with the request of the Issuer to execute and deliver a supplemental
indenture appointing a successor Trustee pursuant to Section 7.1.

                  If the Issuer shall establish pursuant to Section 2.5 that the
Securities of a series or a tranche are to be issued in the form of one or more
Global Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section and the order of the Issuer with respect to such
series, authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series or such tranche, as the case may
be, issued and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions and (iv) shall bear such legend, if
any, as shall be required by the Depositary.



                                      -16-
<PAGE>   23

                  Each Depositary of a Global Security designated pursuant to
Section 2.5 must, at the time of its designation and at all times while it
serves as Depositary hereunder, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.

                  SECTION 2.7 Execution of Securities. The Securities shall be
signed on behalf of the Issuer by the chairman of its Board of Directors, its
president, the executive vice president, any senior vice president or its
treasurer, under its corporate seal which shall be attested by the secretary or
any assistant secretary of the Issuer. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. The seal of the
Issuer may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. Typographical and other
minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

                  In case any officer of the Issuer who shall have signed any of
the Securities shall cease to be such officer before the Security so signed
shall be authenticated and delivered by the Trustee or disposed of by the
Issuer, such Security nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Security had not ceased to be
such officer of the Issuer; and any Security may be signed on behalf of the
Issuer by such persons as, at the actual date of the execution of such Security,
shall be the proper officers of the Issuer, although at the date of the
execution and delivery of this Indenture any such person was not such an
officer.

                  SECTION 2.8 Certificate of Authentication. Only such
Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, executed by the Trustee by the manual
signature of one of its authorized signatories, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

                  SECTION 2.9 Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable as registered
securities without coupons and in denominations as shall be specified as
contemplated by Section 2.5. In the absence of any such specification with
respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of U.S. $1,000 (or, if such Securities are denominated
in a currency other than U.S. dollars or in a composite currency, 1,000 units of
such other currency or composite currency) and any multiple thereof. The
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Issuer
executing the same may determine with the approval of the Trustee as evidenced
by the execution and authentication thereof.

                  Each Security shall be dated the date of its authentication,
shall bear interest, if any, from the date, and shall be payable on the dates,
in each case, which shall be specified as contemplated by Section 2.5.



                                      -17-
<PAGE>   24

                  Except as otherwise specified for a particular series pursuant
to Section 2.5, the Person in whose name any Security of any series is
registered at the close of business on any record date (as hereinafter defined)
applicable to a particular series with respect to any interest payment date for
such series shall be entitled to receive the interest, if any, payable on such
interest payment date notwithstanding the cancellation of such Security upon any
registration of any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the Persons in whose names Outstanding Securities of such series are
registered at the close of business on a subsequent record date (which shall be
not less than five days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Securities not less than 15 days preceding such subsequent record date. The
term "record date" as used with respect to any interest payment date (except a
date for payment of defaulted interest) shall mean the date specified as such in
the terms of the Securities of any particular series, or, if no such date is so
specified, if such interest payment date is the first day of a calendar month,
the fifteenth day of the next preceding calendar month or, if such interest
payment date is the fifteenth day of a calendar month, the first day of such
calendar month, whether or not such record date is a Business Day.

                  SECTION 2.10 Registration, Transfer and Exchange. The Issuer
will keep, either at the office or agency designated and maintained by the
Issuer for such purpose in the Borough of Manhattan, The City of New York, in
accordance with the provisions of Section 3.2, or at any of such other offices
or agencies as may be designated and maintained in accordance with the
provisions of Section 3.2, a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities of a series as in this Article provided. Such
register shall be in written form in the English language or in any other form
capable of being converted into such form within a reasonable time. At all
reasonable times such register or registers shall be open for inspection by the
Trustee and any Security registrar (as defined below) other than the Trustee.

                  Upon due presentation for registration of transfer of any
Security of any series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Issuer shall execute and the Trustee
shall authenticate and make available for delivery in the name of the transferee
or transferees a new Security or Securities of the same series in authorized
denominations for a like aggregate principal amount and having the same interest
rate, maturity and repayment and redemption provisions.

                  Any Security or Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for a Security or
Securities of the same series in other authorized denominations, in an equal
aggregate principal amount and having the same interest rate, maturity,
redemption and repayment provisions. Securities of any series to be exchanged
shall be surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.2, and the Issuer shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
the Security or Securities of the same series and having the same interest rate,
maturity and repayment and redemption provisions which the Securityholder making
the exchange shall be entitled to receive, bearing numbers or other
distinguishing symbols not



                                      -18-
<PAGE>   25

contemporaneously outstanding. Each Person designated by the Issuer pursuant to
the provisions of Section 3.2 as a Person authorized to register and register
transfer of the Security is sometimes herein referred to as a "Security
registrar".

                  The Issuer will at all times designate one Person (who may be
the Issuer and who need not be a Security registrar) to act as repository of a
master list of names and addresses of the Holders of the Securities (the
"Register"). The Trustee shall act as such repository unless and until some
other Person is, by written notice from the Issuer to the Trustee and each
Security registrar, designated by the Issuer to act as such. The Issuer shall
cause each Security registrar to furnish to such repository, on a current basis,
such information as to all registrations of transfer and exchanges effected by
such registrar, as may be necessary to enable such repository to maintain the
Register on as current a basis as is practicable.

                  No Person shall at any time be designated as or act as a
Security registrar unless such Person is at such time empowered under applicable
law to act as such and duly registered to act as such under and to the extent
required by applicable law and regulations.

                  All Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer or exchange in form satisfactory to the Issuer and the
Trustee duly executed by, the Securityholder or his attorney duly authorized in
writing.

                  The Issuer may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities, other than exchanges
pursuant to Section 2.13, 7.5 or 10.3 not involving any registration of
transfer. No service charge shall be made for any such transaction.

                  The Issuer shall not be required to exchange or register a
transfer of (a) any Securities of any series for a period of 15 days next
preceding the selection of Securities of that series to be redeemed, or (b) any
Securities selected, called or being called for redemption or surrendered for
repayment in whole or in part except, in the case of any Security to be redeemed
or repaid in part, the portion thereof not so to be redeemed or repaid.

                  Notwithstanding any other provision of this Section 2.10,
unless and until it is exchanged in whole or in part for Securities in
definitive registered form, a Global Security representing all or a portion of
the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depository to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

                  If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.6, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Issuer within 90 days after



                                      -19-
<PAGE>   26

the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer's election pursuant to Section 2.5 that such Securities be represented by
one or more Global Securities shall no longer be effective and the Issuer will
execute, and the Trustee, upon receipt of an Officers' Certificate for the
authentication and delivery of definitive Securities of such series, will
authenticate and make available for delivery definitive Securities of the same
series, in any authorized denominations, in an aggregate principal amount equal
to the principal amount of the Global Security or Securities representing such
Securities, in exchange for such Global Security or Securities.

                  The Issuer may at any time, and in its sole discretion,
determine that Securities issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Issuer will execute, and the Trustee, upon receipt of an Officers'
Certificate for the authentication and delivery of definitive Securities, will
authenticate and make available for delivery definitive Securities of the same
series, in any authorized denominations, in an aggregate principal amount equal
to the principal amount of the Registered Global Security or Securities, in
exchange for such Global Security or Securities.

                  If specified by the Issuer pursuant to Section 2.5 with
respect to Securities represented by a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in whole or in
part for definitive Securities of the same series on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and make available for delivery,
without service charge:

                  (i) to the Person specified by such Depositary, a new Security
         or Securities of the same series, of any authorized denominations as
         requested by such person, in an aggregate principal amount equal to and
         in exchange for such person's beneficial interest in the Global
         Security; and

                  (ii) to such Depositary a new Global Security in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Global Security and the aggregate principal
         amount of Securities authenticated and delivered pursuant to clause (i)
         above.

                  Upon the exchange of a Global Security for definitive
Securities, in authorized denominations, such Global Security shall be cancelled
by the Trustee or an agent of the Issuer or the Trustee. Definitive Securities
issued in exchange for a Global Security pursuant to this Section 2.10 shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the Issuer
or the Trustee. The Trustee or such agent shall make such Securities available
for delivery to or as directed by the Persons in whose names such Securities are
so registered.

                  SECTION 2.11 Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen and, in the absence of notice to the
Issuer or the Trustee that any destroyed, lost or stolen Security has been
acquired by a bona fide purchaser, the Issuer may in its discretion execute and



                                      -20-
<PAGE>   27

the Trustee shall authenticate and make available for delivery, a new Security
of the same series and of like tenor, bearing a number or other distinguishing
symbol not contemporaneously Outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substitute
Security shall furnish to the Issuer and to the Trustee (and any agent of the
Issuer or Trustee, if requested by the Issuer) such security or indemnity as may
be required by them to indemnify and defend and to save each of them harmless
and, in every case of destruction, loss or theft, evidence to their satisfaction
of the destruction, loss or theft of such Security and of the ownership thereof.

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

                  In case any Security that has matured or is about to mature or
has been called for redemption in full shall become mutilated or defaced or be
destroyed, lost or stolen, the Issuer in its discretion may instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant
for such payment shall furnish to the Issuer and to the Trustee (and any agent
of the Issuer or Trustee, if requested by the Issuer) such security or indemnity
as any of them may require to indemnify and defend and to save each of them
harmless, and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

                  Every substituted Security of any series issued pursuant to
the provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

                  SECTION 2.12 Cancellation of Securities Paid, etc. All
Securities surrendered for the purpose of payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if surrendered to the Issuer, any Security registrar, any
paying agent or any other agent of the Issuer or any agent of the Trustee, shall
be delivered to the Trustee and promptly cancelled by it or, if surrendered to
the Trustee, shall be promptly cancelled by it; and no Securities shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall destroy such cancelled Securities and deliver
a certificate with respect to such destruction to the Issuer. If the Issuer



                                      -21-
<PAGE>   28

shall acquire any of the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for cancellation.

                  SECTION 2.13 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and make available for delivery temporary Securities for such
series (printed, lithographed, typewritten or otherwise reproduced). Temporary
Securities of any series shall be issuable as registered Securities without
coupons, in any authorized denomination, and substantially in the form of the
definitive Securities of such series in lieu of which they are issued but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Issuer. Temporary Securities may
contain such reference to any provisions of this Indenture as may be
appropriate. Every temporary Security shall be authenticated by the Trustee upon
the same conditions and in substantially the same manner, and with like effect,
as the definitive Securities in lieu of which they are issued. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for that purpose pursuant to Section 3.2, and the
Trustee shall authenticate and make available for delivery in exchange for such
temporary Securities of such series a like aggregate principal amount of
definitive Securities of the same series of authorized denominations having the
same interest rate, maturity and redemption and repayment provisions, and
bearing interest from the same date as such temporary Securities. Until so
exchanged, the temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of the same series
authenticated and delivered hereunder.

                  SECTION 2.14 CUSIP Numbers. The Issuer in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Securityholders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of
such numbers. The Issuer will promptly notify the Trustee of any change in the
"CUSIP" numbers.


                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

                  SECTION 3.1 Payment of Principal and Interest. The Issuer
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of and interest, if
any, on each of the Securities of such series at the place or places, at the
respective times and in the manner provided in such Securities and in a manner
consistent with the applicable requirements of the Depository Trust Company.
Except as otherwise provided pursuant to Section 2.5 for Securities of any
series, each installment of interest on the Securities of any series may be paid
by mailing checks for such interest payable to the Person entitled thereto as
such addresses shall appear in the Register.



                                      -22-
<PAGE>   29

                  SECTION 3.2 Offices for Payments, etc. So long as any of the
Securities remain outstanding, the Issuer will designate and maintain in the
Borough of Manhattan, The City of New York, for each series: (a) an office or
agency where the Securities may be presented for payment, (b) an office or
agency where the Securities may be presented for registration of transfer and
for exchange as in this Indenture provided and (c) an office or agency where
notices and demands to or upon the Issuer in respect of the Securities or of
this Indenture may be served. In addition to such office or offices or agency or
agencies, the Issuer may from time to time designate and maintain one or more
additional offices or agencies within or outside the Borough of Manhattan, The
City of New York, where the Securities of that series may be presented for
payment or for registration of transfer or for exchange, and the Issuer may from
time to time rescind such designation, as it may deem desirable or expedient.
The Issuer will give to the Trustee written notice of the location of any such
office or agency and of any change of location thereof. The Issuer hereby
designates the New York Location and the Corporate Trust Office as the initial
offices to be maintained by it for such purposes. In case the Issuer shall fail
to maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Corporate Trust Office and the Issuer
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                  SECTION 3.3 Paying Agents. Whenever the Issuer shall appoint a
paying agent or agents other than the Trustee with respect to the Securities of
any series, it will cause each such paying agent to execute and deliver to the
Trustee an instrument in which each such paying agent shall agree with the
Trustee, subject to the provisions of this Section,

                  (a) that it will hold all sums received by it as such agent
         for the payment of the principal of or interest, if any, on the
         Securities of such series (whether such sums have been paid to it by
         the Issuer or by any other obligor on the Securities of such series) in
         trust for the benefit of the Persons entitled thereto until such sums
         shall be paid to such Persons or otherwise disposed of as herein
         provided,

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

                  (c) that, at any time during the continuance of any such
         default referred to in clause (b) above, upon the written request of
         the Trustee, it will forthwith pay to the Trustee all sums so held in
         trust by such paying agent.

                  Whenever the Issuer shall have one or more paying agents with
respect to Securities of any series, it will, prior to each due date of the
principal of or interest, if any, on the Securities of such series, deposit with
a designated paying agent a sum sufficient to pay such principal or interest, if
any, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal or interest, if any, and (unless such paying
agent is the Trustee) the Issuer will promptly notify the Trustee of any failure
to take such action.



                                      -23-
<PAGE>   30

                  If the Issuer shall act as its own paying agent with respect
to the Securities of any series, it will, on or before each due date of the
principal of or interest, if any, on the Securities of such series, set aside,
segregate and hold in trust for the benefit of the Persons entitled to such
principal and interest, if any, a sum sufficient to pay such principal or
interest, if any, so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided. The Issuer will promptly notify the
Trustee of any failure to take such action.

                  Anything in this Section to the contrary notwithstanding, the
Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer or any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.

                  Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 9.3 and 9.4.

                  SECTION 3.4 Limitation on Liens. The Issuer will not itself,
and will not permit any Restricted Subsidiary to, incur, issue, assume or
guarantee any indebtedness for money borrowed or any other indebtedness
evidenced by notes, bonds, debentures or other similar evidences of indebtedness
for money borrowed (hereinafter in this Section and in Section 3.5 called
"Debt") secured by pledge of, or mortgage, deed of trust or other lien on, any
Principal Property owned by the Issuer or any Restricted Subsidiary, or any
shares of stock or other ownership interests or Debt of any Restricted
Subsidiary held by the Company or any Restricted Subsidiary (such pledges,
mortgages, deeds of trust and other liens being hereinafter in this Section and
in Section 3.5 called "Mortgage" or "Mortgages"), without effectively providing
that the Securities of all series (together with, if the Issuer shall so
determine, any other Debt of the Issuer or such Restricted Subsidiary then
existing or thereafter created which is not subordinate to the Securities) shall
be secured equally and ratably with (or prior to) such secured Debt, so long as
such secured Debt shall be so secured, unless, after giving effect thereto, the
aggregate principal amount of all such secured Debt which would otherwise be
prohibited, plus all Attributable Debt of the Issuer and its Restricted
Subsidiaries in respect of sale and leaseback transactions (as defined in
Section 3.5) which would otherwise be prohibited by Section 3.5 would not exceed
the sum of 10% of Consolidated Net Tangible Assets; provided, that this Section
shall not apply to, and there shall be excluded from secured Debt in any
computation under this Section, Debt secured by:

                  (a) Mortgages on property of, or on any shares of stock or
         other ownership interests or Debt of, any corporation or any other
         entity existing at the time such corporation or entity becomes a
         Restricted Subsidiary;

                  (b) Mortgages to secure indebtedness of any Restricted
         Subsidiary to the Issuer or to another Restricted Subsidiary;

                  (c) Mortgages for taxes, assessments or governmental charges
         or levies in each case (i) not then due and delinquent or (ii) the
         validity of which is being contested in good faith by appropriate
         proceedings, and materialmen's, mechanics', carriers', workmen's,



                                      -24-
<PAGE>   31

         repairmen's, landlords' or other like Mortgages, or deposits to obtain
         the release of such Mortgages;

                  (d) Mortgages arising under an order of attachment or
         distraint or similar legal process so long as the execution or
         enforcement thereof is effectively stayed and the claims secured
         thereby are being contested in good faith;

                  (e) Mortgages to secure public or statutory obligations or to
         secure payment of workmen's compensation or to secure performance in
         connection with tenders, leases of real property, bids or contracts or
         to secure (or in lieu of) surety or appeal bonds and Mortgages made in
         the ordinary course of business for similar purposes;

                  (f) Mortgages in favor of the United States of America or any
         State thereof, or any department, agency or instrumentality or
         political subdivision of the United States of America or any State
         thereof, or in favor of any other country, or any political subdivision
         thereof, to secure partial, progress, advance or other payments
         pursuant to any contract or statute (including Debt of the Pollution
         Control or Industrial Revenue Bond type) or to secure any indebtedness
         incurred for the purpose of financing all or any part of the purchase
         price or the cost of construction of the property subject to such
         Mortgages;

                  (g) Mortgages on property (including any lease which should be
         capitalized on the lessee's balance sheet in accordance with generally
         accepted accounting principles), shares of stock or other ownership
         interests or Debt existing at the time of acquisition thereof
         (including acquisition through merger or consolidation or through
         purchase or transfer of the properties of a corporation or any other
         entity as an entirety or substantially as an entirety) or to secure the
         payment of all or any part of the purchase price or construction cost
         or improvement cost thereof or to secure any Debt incurred prior to, at
         the time of, or within one year after, the acquisition of such property
         or shares or other ownership interests or Debt or the completion of any
         such construction (including any improvements on an existing property)
         or the commencement of commercial operation of such property, whichever
         is later, for the purpose of financing all or any part of the purchase
         price or construction cost thereof;

                  (h) Mortgages existing at the date of this Indenture; and

                  (i) Any extension, renewal or replacement (or successive
         extensions, renewals or replacements), as a whole or in part, of any
         Mortgage referred to in the foregoing clauses (a) to (h), inclusive;
         provided, that (i) such extension, renewal or replacement Mortgage
         shall be limited to all or a part of the same property, shares of stock
         or Debt that secured the Mortgage extended, renewed or replaced (plus
         improvements on such property) and (ii) the Debt secured by such
         Mortgage at such time is not increased;

provided further, that these restrictions shall not apply to (i) any gold-based
loan or forward sale arrangement, and (ii) Mortgage upon property owned or
leased by the Issuer or any Restricted Subsidiary or in which the Issuer or any
Restricted Subsidiary owns an interest to secure the Issuer's or a Restricted
Subsidiary's proportionate share of any payments required to be made to



                                      -25-
<PAGE>   32

any Person incurring the expense of developing, exploring, or conducting
operations for the recovery, processing or sale of the mineral resources of such
owned or leased property and any such loan, arrangement or payment referred to
in clauses (i) and (ii) of this proviso shall not be deemed to constitute
secured Debt and, shall not be included in any computation under these
restrictions.

                  SECTION 3.5 Limitation on Sales and Leasebacks. The Issuer
will not itself, and it will not permit any Restricted Subsidiary to, enter into
any arrangement with any bank, insurance company or other lender or investor
(not including the Issuer or any Restricted Subsidiary) or to which any such
lender or investor is a party, providing for the leasing by the Issuer or any
such Restricted Subsidiary for a period, including renewals, in excess of three
years, of any Principal Property owned by the Issuer or such Restricted
Subsidiary which has been or is to be sold or transferred more than 270 days
after the acquisition thereof or after the completion of construction and
commencement of full operation thereof, by the Issuer or any such Restricted
Subsidiary to such lender or investor or to any person to whom funds have been
or are to be advanced by such lender or investor on the security of such
Principal Property (herein referred to as a "sale and leaseback transaction")
unless either:

                  (a) the Issuer or such Restricted Subsidiary could create Debt
         secured by a Mortgage on the Principal Property to be leased back in an
         amount equal to the Attributable Debt with respect to such sale and
         leaseback transaction without equally and ratably securing the
         Securities of all series pursuant to Section 3.4, or

                  (b) the Issuer within 180 days after the sale or transfer
         shall have been made by the Issuer or by any such Restricted
         Subsidiary, applies an amount equal to the greater of (i) the net
         proceeds of the sale of the Principal Property sold and leased back
         pursuant to such arrangement or (ii) the fair market value of the
         Principal Property so sold and leased back at the time of entering into
         such arrangement (as determined by any two of the following: the
         chairman, the president, the executive vice president, any senior vice
         president, the treasurer, the controller or the secretary of the
         Issuer) to (x) the purchase of property, facilities or equipment (other
         than the property, facilities or equipment involved in such sale)
         having a value at least equal to the net proceeds of such sale or (y)
         the retirement of Funded Debt of the Issuer or any Restricted
         Subsidiary; provided, that the amount required to be applied to the
         retirement of Funded Debt of the Issuer shall be reduced by (i) the
         principal amount of any Securities of any series (or, if the Securities
         of any series are Original Issue Discount Securities, such portion of
         the principal amount as may be due and payable with respect to such
         series pursuant to a declaration in accordance with Section 4.l or if
         the Securities of any series provide that an amount other than the face
         thereof will or may be payable upon the maturity thereof or a
         declaration of acceleration of the maturity thereof, such amount as may
         be due and payable with respect to such securities pursuant to a
         declaration in accordance with Section 4.1.) delivered within 180 days
         after such sale or transfer to the Trustee for retirement and
         cancellation, and (ii) the principal amount of Funded Debt, other than
         the Securities of any series, voluntarily retired by the Issuer within
         180 days after such sale or transfer. Notwithstanding the foregoing, no
         retirement referred to in this clause (b) may be effected



                                      -26-
<PAGE>   33

         by payment at maturity or pursuant to any mandatory sinking fund
         payment or any mandatory prepayment provision.

                  SECTION 3.6 Notice of Default. The Issuer shall file with the
Trustee written notice of the occurrence of any default or Event of Default
within five Business Days of any Officer becoming aware of any such default or
Event of Default.

                  SECTION 3.7 Calculation of Original Issue Discount. The Issuer
shall file with the Trustee promptly at the end of each calendar year a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on Outstanding Securities as of the end of such
year.

                  SECTION 3.8 Reports. The Issuer shall comply with the
provisions of ss. 314(a) of the Trust Indenture Act of 1939 and shall file with
the Trustee within 45 days after it files them with the Commission and in any
event no later than 60 days after the end of the respective fiscal quarter,
copies of its annual report and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may by
rules and regulations prescribe) which the Issuer is required to file with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended.

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

                  SECTION 3.9 Compliance Certificates. (a) On or before April 15
in each year (commencing with the first April 15 which is not less than 60 days
following the first date of issuance of Securities of any series under this
Indenture), the Issuer will file with the Trustee a brief certificate, signed by
the principal executive officer, the principal financial officer, or the
principal accounting officer of the Issuer, stating whether or not the signer
has knowledge of any default by the Issuer in the performance or fulfillment of
any covenant, agreement, or condition contained in this Indenture, and, if so,
specifying each such default of which the signer has knowledge, the nature
thereof, and what action, if any, has been taken and is proposed to be taken to
cure such default. For purposes of this paragraph, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                  (b) The Issuer also shall comply with the other provisions
of Section 314(a) of the Trust Indenture Act of 1939.



                                      -27-
<PAGE>   34

                                  ARTICLE FOUR

                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDERS ON EVENT OF DEFAULT

                  SECTION 4.1 Events of Default. "Event of Default" with respect
to Securities of a particular series wherever used herein, means any one of the
following events and such other events as may be established with respect to the
Securities of such series as contemplated by Section 2.5, continued for the
period of time, if any, and after the giving of notice, if any, designated in
this Indenture or as may be established with respect to such Securities as
contemplated by Section 2.5, as the case may be, unless such event is either
inapplicable or is specifically deleted or modified in, or pursuant to, the
applicable Resolution or in the supplemental indenture under which such series
of Securities is issued, as the case may be, as contemplated by Section 2.5:

                  (a) default in the payment of any installment of interest, if
         any, upon any of the Securities of such series as and when the same
         shall become due and payable, and continuance of such default for a
         period of 30 days; or

                  (b) default in the payment of the principal of any of the
         Securities of such series as and when the same shall become due and
         payable either at maturity, upon redemption, by declaration or
         otherwise; or

                  (c) default in the payment of any sinking fund installment as
         and when the same shall become due and payable by the terms of the
         Securities of such series; or

                  (d) failure on the part of the Issuer duly to observe or
         perform any other of the covenants or agreements on the part of the
         Issuer in respect of the Securities of such series contained in this
         Indenture (other than a covenant or agreement in respect of the
         Securities of such series a default in the performance of which or a
         breach of which is elsewhere in this Section specifically addressed),
         and continuance of such default or breach for a period of 90 days after
         there has been given, by registered or certified mail, to the Issuer by
         the Trustee or to the Issuer and the Trustee by the Holders of at least
         25% in principal amount of the Outstanding Securities of such series, a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (e) a court having jurisdiction in the premises shall enter a
         decree or order for relief in respect of the Issuer in an involuntary
         case under any applicable Federal or state bankruptcy, insolvency or
         other similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee or sequestrator (or similar
         official) of the Issuer or for all or substantially all of its property
         or ordering the winding up or liquidation of its affairs, and such
         decree or order shall remain unstayed and in effect for a period of 90
         consecutive days; or



                                      -28-
<PAGE>   35

                  (f) the Issuer shall commence a voluntary case under any
         applicable Federal or state bankruptcy, insolvency or other similar law
         now or hereafter in effect, or consent to the entry of an order for
         relief in an involuntary case under any such law, or consent to the
         appointment or taking possession by a receiver, liquidator, assignee,
         custodian, trustee or sequestrator (or similar official) of the Issuer
         or for all or substantially all of its property, or make any general
         assignment for the benefit of creditors.

                  If an Event of Default with respect to any series of
Securities at the time Outstanding occurs and is continuing, then, and in each
and every such case, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series, by notice in writing to the Issuer (and to the
Trustee if given by Securityholders), may declare the entire principal amount
(or, if the Securities of such series are Original Issue Discount Securities,
such portion of the principal as may be specified in the terms of such series or
if so provided pursuant to Section 2.5 for Securities of any series, such other
amount as is specified pursuant thereto) of all of the Securities of such series
and the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due and payable.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof or if so provided pursuant to Section 2.5 for
Securities of any series, such other amount as is specified pursuant thereto) of
the Securities of any series shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered as hereinafter provided,

                  (a) the Issuer shall pay or shall deposit with the Trustee a
         sum sufficient to pay all matured installments of interest, if any,
         upon all the Securities of such series and the principal of any and all
         Securities of such series which shall have become due otherwise than by
         such declaration of acceleration (with interest upon such principal
         and, to the extent that payment of such interest is enforceable under
         applicable law, on overdue installments of interest, if any, at the
         Overdue Rate applicable to such series to the date of such payment or
         deposit), and all amounts payable to the Trustee pursuant to Section
         5.5, and

                  (b) any and all Events of Default under the Indenture with
         respect to such series of Securities other than the non-payment of the
         principal of such Securities which shall have become due by such
         declaration of acceleration, shall have been cured, waived or otherwise
         remedied as provided herein or provision shall have been made therefor
         to the satisfaction of the Trustee, then and in every such case the
         Holders of not less than a majority in aggregate principal amount of
         the Securities of such series then Outstanding, by written notice to
         the Issuer and to the Trustee, may rescind and annul such declaration
         and its consequences with respect to such series, but no such
         rescission and annulment shall extend to or shall affect any subsequent
         default or shall impair any right consequent thereon.



                                      -29-
<PAGE>   36

                  For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as shall
be due and payable as a result of such acceleration, and payment of such portion
of the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities. If the securities of any series provide the amount other
than the face amount thereof will be payable upon the maturity thereof or a
declaration of acceleration of the maturity thereof, for purposes of this
Section 4.1 the principal amount of such Securities shall be deemed to be such
amount as shall be due and payable upon the acceleration of the of the maturity
thereof, except as may otherwise be provided with respect to such securities
pursuant to Section 2.5.

                  If the Securities of any series provide that an amount other
than the face amount thereof will be payable upon the maturity thereof or upon a
declaration of acceleration of the maturity thereof, for purposes of this
Section 4.1 the principal amount of such Securities shall be deemed to be such
amount as shall be due and payable upon the acceleration of the maturity
thereof, except as may otherwise be provided with respect to such Securities
pursuant to Section 2.5.

                  SECTION 4.2 Payment of Securities on Default; Suit Therefor.
The Issuer covenants that (a) in case a default shall be made in the payment of
any installment of interest on any of the Securities of any series as and when
such interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case a default shall be made in the
payment of the principal of any of the Securities of any series as and when the
same shall have become due and payable, whether upon maturity of the Securities
of such series or upon redemption or by declaration or otherwise, or (c) in case
of a default in the making or satisfaction of any sinking fund payment or
analogous obligation when the same becomes due by the terms of the Securities of
any series -- then, upon demand of the Trustee, the Issuer will pay to the
Trustee for the benefit of the Holders of the Securities of such series the
whole amount then due and payable on all Securities of such series for principal
and interest, if any, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, if any, at the Overdue Rate applicable to Securities of such series);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and any further amounts payable to the Trustee
pursuant to Section 5.5.

                  Until such demand is made by the Trustee, the Issuer may pay
the principal of and interest, if any, on the Securities of any series to the
registered Holders, whether or not the principal of and interest, if any, on the
Securities of such series be overdue.

                  In case the Issuer shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at
law or in equity for the collection of the sums so due and



                                      -30-
<PAGE>   37

unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Issuer or
other obligor upon such Securities and collect in the manner provided by law out
of the property of the Issuer or other obligor upon such Securities, wherever
situated, the moneys adjudged or decreed to be payable.

                  In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Issuer or any other obligor upon the Securities
of any series under Title 11 of the United States Code or any other similar
applicable Federal or state law, or in case a receiver, trustee in bankruptcy or
similar official shall have been appointed for the property of the Issuer or
such other obligor, or in case of any other similar judicial proceedings
relative to the Issuer or other obligor upon the Securities of any series, or to
the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of any Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
proceedings or otherwise:

                  (a) to file and prove a claim or claims for the whole amount
         of principal (or, if the Securities of any series are Original Issue
         Discount Securities or if the Securities of any series provide that an
         amount other than the face thereof will or may be payable upon maturity
         thereof or upon a declaration of acceleration thereof, such amount as
         may be due and payable with respect to such series pursuant to a
         declaration in accordance with Section 4.1) and interest, if any, owing
         and unpaid in respect of the Securities of any series, and, in case of
         any judicial proceedings, to file such proofs of claim and other papers
         or documents as may be necessary or advisable in order to have the
         claims of the Trustee (including any claim for any amounts payable to
         the Trustee pursuant to Section 5.5) and of the Securityholders allowed
         in any judicial proceedings relating to the Issuer or other obligor
         upon the Securities of any series, or to the creditors or property of
         the Issuer or such other obligor,

                  (b) unless prohibited by applicable law and regulations, to
         vote on behalf of the Holders of the Securities of any series in any
         election of a trustee or a standby trustee in arrangement,
         reorganization, liquidation or other bankruptcy or insolvency
         proceedings or of a person performing similar functions in comparable
         proceedings, and

                  (c) to collect and receive any moneys or other property
         payable or deliverable on any such claims, and to distribute all
         amounts received with respect to the claims of the Securityholders and
         of the Trustee on their behalf (after deduction of costs and expenses
         of collection, and any further amounts payable to the Trustee pursuant
         to Section 5.5 and incurred by it up to the date of distribution); and
         any trustee in bankruptcy, receiver or other similar official is hereby
         authorized by each of the Securityholders to make payments to the
         Trustee, and, in the event that the Trustee shall consent to the making
         of payments directly to the Securityholders, to pay to the Trustee
         costs and expenses of collection, and any further amounts payable to
         the Trustee pursuant to Section 5.5 and incurred by it up to the date
         of distribution.



                                      -31-
<PAGE>   38

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

                  All rights of action and of asserting claims under this
Indenture, or under the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities of such series or the production
thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, shall be for the
ratable benefit of the Holders of the Securities in respect of which such action
was taken.

                  In any proceedings brought by the Trustee (and also any
proceedings in which a declaratory judgment of a court may be sought as to the
interpretation or construction of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities to which such proceedings relate, and it shall not be
necessary to make any Holders of such Securities parties to any such
proceedings.

                  SECTION 4.3 Application of Moneys Collected by Trustee. Any
moneys 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 the case of
distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which moneys have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities in reduced principal amounts in exchange for the presented Securities
of like series (or, in the case of Securities of a series issued in more than
one tranche, of the same tranche) and tenor if only partially paid, or upon
surrender thereof if fully paid:

                  FIRST: To the payment of amounts due to the Trustee pursuant
         to Section 5.5;

                  SECOND: In case the principal of the Outstanding Securities in
         respect of which moneys have been collected shall not have become and
         be then due and payable, to the payment of interest, if any, on the
         Securities in default in the order of the maturity of the installments
         of such interest, with interest (to the extent that such interest has
         been collected by the Trustee and to the extent permitted by applicable
         law) upon the overdue installments of interest at the Overdue Rate
         applicable to such Securities, such payments to be made ratably to the
         persons entitled thereto, without discrimination or preference;

                  THIRD: In case the principal of the Outstanding Securities in
         respect of which moneys have been collected shall have become and shall
         be then due and payable by declaration or otherwise, to the payment of
         the whole amount then owing and unpaid upon such Securities for
         principal and interest, if any, with interest upon the overdue
         principal, and (to the extent that such interest has been collected by
         the Trustee and to the extent permitted by applicable law) upon overdue
         installments of interest, if any, at the Overdue Rate applicable to
         such Securities; and in case such moneys shall be insufficient



                                      -32-
<PAGE>   39

         to pay in full the whole amount so due and unpaid upon such Securities,
         then to the payment of such principal and interest, if any, without
         preference or priority of principal over interest, if any, or of
         interest, if any, over principal, or of any installment of interest, if
         any, over any other installment of interest, if any, or of any Security
         over any other Security, ratably to the aggregate of such principal and
         accrued and unpaid interest, if any; and

                  FOURTH: To the payment of the remainder, if any, to the Issuer
         or any other person lawfully entitled thereto.

                  SECTION 4.4 Proceedings by Trustee. In case an Event of
Default hereunder has occurred, has not been waived and is continuing, the
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either at
law or in equity or in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

                  SECTION 4.5 Restoration of Rights on Abandonment of
Proceedings. In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Trustee, then and
in every such case the Issuer and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Issuer, the Trustee and the Securityholders shall continue as though no
such proceedings had been taken.

                  SECTION 4.6 Proceedings by Securityholders. No Holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee in bankruptcy, receiver or other
similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default with
respect to Securities of such series and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of not less than 25% in
aggregate principal amount of the Securities of such series then Outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceedings in its own name as Trustee hereunder and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 4.8 during such 60 day period; it being understood
and intended, and being expressly covenanted by the taker and Holder of every
Security with every other taker and Holder and the Trustee, that no one or more
Holders of any Securities shall have any right in any manner whatever by virtue
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holder of Securities, or to obtain or seek to
obtain priority over or preference to any other Holder or to



                                      -33-
<PAGE>   40

enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Securities of the
applicable series. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

                  SECTION 4.7 Remedies Cumulative and Continuing. Except as
provided in Section 4.6, no right or remedy herein conferred upon or reserved to
the Trustee or to the Securityholders 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.

                  No delay or omission of the Trustee or of any Securityholder
to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 4.6, every power and remedy given by this
Indenture or by law to the Trustee or to the Securityholders of any or all
series, as the case may be, may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the Securityholders of such
series or all series, as the case may be.

                  SECTION 4.8 Control by Securityholders. The Holders of not
less than a majority in aggregate principal amount of the Securities of each
series affected at the time Outstanding (with each such series voting separately
as a class) 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 by this Indenture with respect to
Securities of such series. Notwithstanding any of the foregoing, no such
direction shall be otherwise than in accordance with law and the provisions of
this Indenture and (subject to the requirements of the Trust Indenture Act of
1939) the Trustee shall have the right to decline to follow any such direction
if the Trustee, being advised by counsel, shall determine that the action or
proceeding so directed may not lawfully be taken or would be unjustly
prejudicial to the Holders of such Securities not taking part in such direction,
or the Holders of the Securities of any other series, or if the Trustee in good
faith by its board of directors, the executive committee or a trust committee of
directors or responsible officers of the Trustee shall determine that the action
or proceedings so directed would involve the Trustee in personal liability.

                  Nothing in this Indenture shall impair the right of the
Trustee in its discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by Securityholders.

                  SECTION 4.9 Waiver of Past Defaults. Prior to the declaration
of the acceleration of the maturity of the Securities of any particular series
the Holders of not less than a majority in aggregate principal amount of the
Securities of such particular series at the time Outstanding may on behalf of
the Holders of all the Securities of such particular series waive any past
default or Event of Default with respect to such particular series and its
consequences, except a default in respect of a covenant or provision hereof
which cannot be modified or



                                      -34-
<PAGE>   41

amended without the consent of the Holder of each Outstanding Security affected
as provided in Section 7.2. In the case of any such waiver, the Issuer, the
Trustee and the Holders of the Securities of each series affected shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.

                  Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Indenture.


                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

                  SECTION 5.1 Reliance on Documents, Opinions, etc.; No
Requirement for Expenditure of Own Funds. Subject to the provisions of the Trust
Indenture Act of 1939:

                  (a) prior to the occurrence of an Event of Default hereunder
         and after the curing or waiving of all Events of Default, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, in the absence of bad
         faith on the part of the Trustee, upon certificates or opinions
         conforming to the requirements of this Indenture; but in the case of
         any such certificates or opinions which by any provision hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         be under a duty to examine the same to determine whether or not they
         conform to the requirements of this Indenture (but need not confirm or
         investigate the accuracy of mathematical calculations or other facts
         stated therein);

                  (b) any request, direction, order or demand of the Issuer
         mentioned herein shall be sufficiently evidenced by an Officers'
         Certificate (unless other evidence in respect thereof be herein
         specifically prescribed); and any Resolution may be evidenced to the
         Trustee by a copy thereof certified by the secretary or an assistant
         secretary of the Issuer;

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

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

                  (e) prior to the occurrence of an Event of Default hereunder
         and after the curing or waiving of all Events of Default, the Trustee
         shall not be bound to make any investigation into the facts or matters
         stated in any resolution, certificate, statement,



                                      -35-
<PAGE>   42

         instrument, opinion, report, notice, request, consent, order, bond,
         direction, note or other paper or document unless requested in writing
         so to do by the Holders of not less than a majority in aggregate
         principal amount of the Securities of any series affected then
         Outstanding; provided that, if the payment within a reasonable time to
         the Trustee of the costs, expenses or liabilities likely to be incurred
         by it in the making of such investigation is, in the opinion of the
         Trustee, not reasonably assured to the Trustee by the security afforded
         to it by the terms of this Indenture, the Trustee may require
         reasonable indemnity against such expenses or liabilities as a
         condition to proceeding; and the reasonable expenses of every such
         investigation shall be paid by the Issuer or, if paid by the Trustee,
         shall be promptly repaid by the Issuer upon demand;

                  (f) 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 not regularly in its employ and the Trustee
         shall not be responsible for any misconduct or negligence on the part
         of any such agent or attorney appointed with due care by it hereunder;

                  (g) 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;

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

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

                  None of the provisions contained in this Indenture shall be
construed as requiring the Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties or in
the exercise of any of its rights or powers. 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
requirements of the Trust Indenture Act of 1939.

                  SECTION 5.2 No Responsibility for Recitals, etc. The recitals
contained herein and in the Securities, except the Trustee's certificates of
authentication, shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities, provided that the Trustee shall not be relieved of its duty to
authenticate Securities



                                      -36-
<PAGE>   43

only as authorized by this Indenture. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.

                  SECTION 5.3 Trustee and Agents May Hold Securities. The
Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
the requirements of the Trust Indenture Act of 1939, may otherwise deal with the
Issuer and receive, collect, hold and retain collections from the Issuer with
the same rights it would have if it were not the Trustee or such agent.

                  SECTION 5.4 Moneys to Be Held in Trust. Subject to the
provisions of Sections 9.3 and 9.4, all moneys received by the Trustee or any
paying agent, all money and U.S. Government Obligations deposited with the
Trustee pursuant to Section 9.8 and all money received by the Trustee in respect
of U.S. Government Obligations deposited with the Trustee pursuant to Section
9.8, shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by mandatory provisions of law. Neither the
Trustee nor any paying agent shall be under any liability for interest on any
moneys received by it hereunder, except such as it may agree in writing with the
Issuer to pay thereon. So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Issuer signed by one of its officers, who is
one of the officers who may sign an Officers' Certificate.

                  SECTION 5.5 Compensation and Expenses of Trustee. The Issuer
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as shall be agreed to from time to time
in writing by the Issuer and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and, except as otherwise expressly provided, the Issuer will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by or on behalf of it in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Issuer also covenants to indemnify the Trustee
for, and to hold it harmless against, any and all loss, liability, damage, claim
or expense, including taxes (other than taxes based on the income of the
Trustee) incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including the costs and expenses of
defending itself against any claim of liability in the premises. The obligations
of the Issuer under this Section to compensate and indemnify the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be secured
by a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 4.1(e) or Section
4.1(f), the expenses (including the reasonable fees



                                      -37-
<PAGE>   44

and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable Federal or state
bankruptcy, insolvency or other similar law.

                  SECTION 5.6 Right of Trustee to Rely on Officers' Certificate,
etc. Subject to the requirements of the Trust Indenture Act of 1939, whenever in
the administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action to be taken hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.

                  SECTION 5.7 Eligibility of Trustee. The Trustee for each
series of Securities hereunder shall at all times be a corporation which
complies with the requirements of the Trust Indenture Act of 1939, having a
combined capital and surplus of at least U.S. $5,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
at any time shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 5.8.

                  SECTION 5.8 Resignation or Removal of Trustee; Appointment of
Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Securities by giving written notice of resignation to the Issuer. Upon receiving
such notice of resignation, the Issuer shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may,
at the expense of the Issuer, petition any court of competent jurisdiction for
the appointment of a successor trustee, or any Securityholder who has been a
bona fide Holder of a Security or Securities of the applicable series for at
least six months may, subject to the requirements of the Trust Indenture Act of
1939, on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

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



                                      -38-
<PAGE>   45

                  (i) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 5.7 with respect to any series of Securities
         and shall fail to resign after written request therefor by the Issuer
         or by any Securityholder; or

                  (ii) the Trustee shall become incapable of acting with respect
         to any series of Securities, or shall be adjudged a bankrupt or
         insolvent, or a receiver or liquidator of the Trustee or of its
         property shall be appointed, or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation;

then, in any such case, the Issuer by Resolution may remove the Trustee with
respect to the applicable series of Securities (or all series, if required) and
appoint a successor trustee for such series by written instrument, in duplicate,
executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the successor
trustee, or, subject to the requirements of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide Holder of a Security or Securities of
such series for at least six months may on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee with respect to such
series. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee with
respect to such series.

                  (c) The Holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 6.1 of the action in that regard taken by the
Securityholders.

                  If no successor Trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
mailing of such notice of removal, the Trustee being removed may, at the expense
of the Issuer, petition any court of competent jurisdiction for the appointment
of a successor trustee.

                  (d) Any resignation or removal of the Trustee with respect to
any series and any appointment of a successor trustee with respect to such
series pursuant to any of the provisions of this Section 5.8 shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 5.9.

                  SECTION 5.9 Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as provided in Section 5.8 shall execute,
acknowledge and deliver to the Issuer and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee with respect to all or any applicable
series shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee for such



                                      -39-
<PAGE>   46

series hereunder; but, nevertheless, on the written request of the Issuer or of
the successor trustee, upon payment (or due provision therefor) of any amounts
then due it pursuant to Section 5.5, the predecessor Trustee ceasing to act
shall, subject to Section 9.4, pay over to the successor trustee all moneys at
the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Issuer shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor trustee all such rights and powers. Any
trustee ceasing to act shall, nevertheless, retain a lien upon all property or
funds held or collected by such trustee to secure any amounts then due it
pursuant to the provisions of Section 5.5.

                  If a successor trustee is appointed with respect to the
Securities of one or more (but not all) series, the Issuer, the predecessor
Trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such trustees co-trustees of the
same trust and that each such trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such trustee.

                  No successor trustee with respect to any series of Securities
shall accept appointment as provided in this Section 5.9 unless at the time of
such acceptance such successor trustee shall, with respect to such series, be
qualified under the provisions of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 5.7.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 5.9, the Issuer shall mail notice thereof to the
Holders of Securities of any series for which such successor trustee is acting
as trustee at their last addresses as they shall appear in the Register. If the
Issuer fails to mail such notice within ten days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be
mailed at the Issuer's expense.

                  SECTION 5.10 Merger, Conversion, Consolidation or Succession
to Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided, that such corporation shall be qualified under the provisions of the
Trust Indenture Act of 1939 and eligible under the provisions of Section 5.7,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.



                                      -40-
<PAGE>   47

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of any
series shall have been authenticated but not delivered, any such successor to
the Trustee by merger, conversion or consolidation may adopt the certificate of
authentication of any predecessor Trustee and deliver such Securities so
authenticated; and, in case at that time any of the Securities of any series
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of such successor to the Trustee or, if such
successor to the Trustee is a successor by merger, conversion or consolidation,
in the name of any predecessor hereunder; and in all such cases such certificate
shall have the full force which the certificate of the Trustee shall have as
provided anywhere in the Securities of such series or in this Indenture.

                  SECTION 5.11 Reports by Trustee to Securityholders. Within 60
days after December 31 in each year, beginning with the December 31 following
the date of this Indenture, the Trustee shall mail to the Securityholders a
brief report dated as of such reporting date in compliance with ss. 313(a) of
the Trust Indenture Act of 1939 if such report is required by Section ss.
313(a). The Trustee also shall comply with ss. 313(b) of the Trust Indenture Act
of 1939. The Trustee shall also transmit by mail all reports as required by ss.
313(c) of the Trust Indenture Act of 1939. The Issuer shall promptly notify the
Trustee when the Securities are listed on any stock exchange and of any
delisting thereof.


                                   ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

                  SECTION 6.1 Action by Securityholders. Whenever in this
Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount of the Securities of any or all series may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the Holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by such Securityholders in person or by agent or proxy
appointed in writing, or (b) by the record of such Holders of Securities voting
in favor thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of this Article, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments and/or such record
are delivered to the Trustee. Proof of execution of any instrument or of a
writing appointing any such agent or proxy shall be sufficient for any purpose
of this Indenture and (subject to the requirements of the Trust Indenture Act of
1939 and Section 5.1) conclusive in favor of the Trustee and the Issuer, if made
in the manner provided in this Article.

                  In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have taken any action
(including the making of any demand or request), the giving of any notice,
consent or waiver (or the taking of any other action) hereunder and in
determining voting rights of any Holder of a Security hereunder (i) the
principal amount of Original Issue Discount Securities that shall be deemed to
be Outstanding for such



                                      -41-
<PAGE>   48

purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to Section 4.1, (ii) in the case of Securities
which provide that an amount other than the face amount thereof will or may be
payable upon the maturity thereof or upon a declaration of acceleration of the
maturity thereof, the principal amount of such Securities that shall be deemed
to be Outstanding for such purposes shall be the amount that would be due and
payable in respect of such Securities as of the date of such determination upon
a declaration of acceleration of the maturity thereof pursuant to Section 4.1,
and (iii) the principal amount of any Security, the principal amount of which is
denominated in a currency other than U.S. dollars or in units of currencies or
in a composite currency (the "Specified Currency") shall be deemed to be that
amount of U.S. dollars which could have been obtained by the face amount of such
Specified Currency at the Market Exchange Rate. For purposes of this Section
6.1, "Market Exchange Rate" means the noon U.S. dollar buying rate in New York
City for cable transfers of the Specified Currency published by the Federal
Reserve Bank of New York; provided, however, in the case of ECUs, "Market
Exchange Rate" means the rate of exchange determined by the Commission of the
European Communities (or any successor thereto) as published in the Official
Journal of the European Communities (such publication or any successor
publication, the "Journal"). If such Market Exchange Rate is not available for
any reason with respect to such Specified Currency, the Trustee shall use, in
its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange
as published in the Journal, as of the most recent available date, or quotations
or, in the case of ECUs, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the Specified Currency, which for
purposes of the ECUs shall be Brussels, Belgium, or such other quotations or, in
the case of ECUs, rates of exchange as the Trustee shall deem appropriate.

                  All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Issuer and all Securityholders.

                  If the Issuer shall solicit from the Securityholders any
demand, request, notice, consent, waiver or the taking of any other action
(other than in accordance with the Securityholders voting provisions set forth
in Sections 6.6 through 6.13 of this Article), the Issuer may, at its option, by
a Resolution, fix in advance a record date for the determination of Holders
entitled to give such demand, request, notice, consent or waiver or to take such
other action, but the Issuer shall have no obligation to do so. If such a record
date is fixed, such demand, request, notice, consent, waiver or such other
action may be given before or after the record date, but only the
Securityholders of record at the close of business on the record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite percentage of Securities Outstanding have authorized or agreed or
consented to such demand, request, notice, consent, waiver or taking of any
other action, and for that purpose the Securities Outstanding shall be computed
as of the record date; provided, that no such demand, request, notice, consent,
waiver or taking of any other action by the Holders on the record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than six months after the record date.



                                      -42-
<PAGE>   49

                  SECTION 6.2 Proof of Execution by Securityholders. Subject to
the requirements of the Trust Indenture Act of 1939 and Sections 5.1 and 6.11,
proof of the execution of any instrument by a Securityholder or his agent or
proxy shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Securities shall be proved by the
Register or by a certificate of the Person designated by the Issuer to keep the
Register and to act as repository in accordance with the provisions of Section
2.10.

                  The record of any Securityholders' meeting shall be proved in
the manner provided in Section 6.12.

                  SECTION 6.3 Holders to Be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the Person
in whose name any Security shall be registered in the Register for such series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest, if any, on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such Person, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

                  SECTION 6.4 Securities Owned by Issuer Deemed Not Outstanding.
In determining whether the Holders of the requisite aggregate principal amount
of Outstanding Securities of any or all series have concurred in any demand,
request, notice, direction, consent or waiver under this Indenture, Securities
which are owned by the Issuer or any other obligor on the Securities with
respect to which such determination is being made or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer or any other obligor on the Securities with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such demand, request, notice, direction, consent or waiver only Securities which
a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding for purposes of this Section 6.4 if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officers' Certificate
listing and identifying all Securities, if any, known by the Issuer to be owned
or held by or for the account of any of the above-described persons; and,
subject to the requirements of the Trust Indenture Act of 1939 and Section 5.1,
the Trustee shall, in the absence of manifest error, accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are Outstanding for the purpose of
any such determination.



                                      -43-
<PAGE>   50

                  SECTION 6.5 Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
6.1, of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the serial number or other distinguishing symbol of which is shown by
the evidence to be included among the serial numbers or other distinguishing
symbols of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

                  SECTION 6.6 Securityholders' Meetings; Purposes. A meeting of
Holders of Securities of any series or all series, as the case may be, may be
called at any time and from time to time pursuant to the provisions of this
Article Six for any of the following purposes:

                  (1) to give any notice to the Issuer or to the Trustee, or to
         give any directions to the Trustee, or to consent to the waiving of any
         default or Event of Default hereunder and its consequences, or to take
         any other action authorized to be taken by Securityholders pursuant to
         any of the provisions of Article Four;

                  (2) to remove the Trustee and nominate a successor trustee
         pursuant to the provisions of Article Five;

                  (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 7.2; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the Holders of any specified aggregate principal amount of
         the Securities of any series or all series, as the case may be, under
         any other provision of this Indenture or under applicable law.

                  SECTION 6.7 Call of Meetings by Trustee. The Trustee may at
any time call a meeting of Holders of Securities of any series or all series, as
the case may be, to take any action specified in Section 6.6, to be held at such
time and at such place in the Borough of Manhattan, The City of New York, as the
Trustee shall determine. Notice of every meeting of the Holders of Securities of
any series or all series, as the case may be, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be mailed to Holders of Outstanding Securities of each
series affected at their addresses as they shall appear in the Register as of a
date not more than 15 days prior to the mailing of such notice. Such notice
shall be mailed not less than 20 nor more than 90 days prior to the date fixed
for the meeting.



                                      -44-
<PAGE>   51

                  Any meeting of the Holders of Securities of any series or all
series, as the case may be, shall be valid without notice if the Holders of all
Securities of any series than Outstanding are present in person or by proxy, or,
if notice is waived before or after the meeting by the Holders of all Securities
of any series outstanding, and if the Issuer and the Trustee are either present
by duly authorized representatives or have, before or after the meeting waived
notice.

                  SECTION 6.8 Call of Meetings by Issuer or Securityholders. In
case at any time the Issuer, pursuant to a Resolution, or the Holders of at
least 10% in aggregate principal amount of the Securities then Outstanding of
any or all series, as the case may be, shall have requested the Trustee to call
a meeting of the Holders of Securities of such series or all series, as the case
may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within 20 days after receipt of such request, then the
Issuer or such Securityholders, in the amount specified above, may determine the
time and the place in said Borough of Manhattan for such meeting and may call
such meeting to take any action authorized in Section 6.6, by mailing notice
thereof as provided in Section 6.7.

                  SECTION 6.9 Qualifications for Voting. To be entitled to vote
at any meeting of Securityholders a Person shall (a) be a Holder of one or more
Securities with respect to which such meeting is being held or (b) be a Person
appointed by an instrument in writing as proxy by a Holder of one or more such
Securities. The only Persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Issuer and its counsel.

                  SECTION 6.10 Quorum; Adjourned Meetings. The Persons entitled
to vote a majority in aggregate principal amount of the Securities of the
relevant series at the time Outstanding shall constitute a quorum for the
transaction of all business specified in Section 6.6. No business shall be
transacted in the absence of a quorum (determined as provided in this Section
6.10). In the absence of a quorum within 30 minutes after the time appointed for
any such meeting, the meeting shall, if convened at the request of the Holders
of Securities (as provided in Section 6.8), be dissolved. In any other case the
meeting shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting shall be further adjourned for a period of not
less than ten days as determined by the chairman of the meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 6.7,
except that such notice must be mailed not less than five days prior to the date
on which the meeting is scheduled to be reconvened.

                  Any Holder of a Security who has executed in person or by
proxy and delivered to the Trustee an instrument in writing complying with the
provisions of Section 6.2 shall be deemed to be present for the purposes of
determining a quorum and be deemed to have voted; provided, that such Holder of
a Security shall be considered as present or voting only with respect to the
matters covered by such instrument in writing.



                                      -45-
<PAGE>   52

                  SECTION 6.11 Regulations. Notwithstanding any other provisions
of this Indenture, the Trustee may make such reasonable regulations as it may
deem advisable for any meeting of Securityholders, in regard to proof of the
holding of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall determine.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer or by Securityholders as provided in Section 6.8, in which case the
Issuer or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by the vote of the Holders of a
majority of the principal amount of the Outstanding Securities present at the
meeting.

                  Subject to the provisions of Section 6.4, at any meeting each
Holder of Securities with respect to which such meeting is being held or proxy
shall be entitled to one vote for each U.S. $1,000 (or if any Securities are
denominated in a currency other than U.S. dollars or in units of currencies or
in a composite currency, the equivalent of U.S. $1,000 in the applicable
currency, units of currencies or composite currency calculated using the market
Exchange Rate) principal amount (or in the case of Original Issue Discount
Securities or, in the case of Securities which provide that an amount other than
the face amount thereof will or may be payable upon the maturity thereof or upon
a declaration of acceleration of the maturity thereof, such principal amount to
be determined as provided in the definition of "Outstanding" in Section 1.1) of
such Securities held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any such Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of such Securities held by him or instruments in writing as aforesaid
duly designating him as the Person to vote on behalf of other such
Securityholders. Any meeting of Holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 6.7 or 6.8 may be
adjourned from time to time by the Holders of a majority of the principal amount
of the Outstanding Securities present, whether or not constituting a quorum, and
the meeting may be held as so adjourned without further notice.

                  SECTION 6.12 Voting. The vote upon any resolution submitted to
any meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders of Securities or of their representatives by proxy and the
principal amount (in the case of Original Issue Discount Securities or, in the
case of Securities which provide that an amount other than the face amount
thereof will or may be payable upon the maturity thereof or upon a declaration
of acceleration of the maturity thereof, such principal amount to be determined
as provided in the definition of "Outstanding" in Section 1.1) and number or
numbers or other distinguishing symbol or symbols of such Securities held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders shall
be prepared by the secretary of the meeting and there shall



                                      -46-
<PAGE>   53

be attached to said record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 6.7. The record shall
show the principal amount of the Securities (in the case of Original Issue
Discount Securities or, in the case of Securities which provide that an amount
other than the face amount thereof will or may be payable upon the maturity
thereof or upon a declaration of acceleration of the maturity thereof, such
principal amount to be determined as provided in the definition of "Outstanding"
in Section 1.1) voting in favor of or against any resolution. The record shall
be signed and verified by the affidavits of the permanent chairman and secretary
of the meeting and one of the duplicates shall be delivered to the Issuer and
the other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  SECTION 6.13 No Delay of Rights by Meeting. Nothing in this
Article Six shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of Securityholders of any or all series or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Securityholders of any or all such series under any of the
provisions of this Indenture or of the Securities.

                  SECTION 6.14 Written Consent in Lieu of Meeting. The written
authorization or consent by the Holders of the requisite percentage in aggregate
principal amount of Outstanding Securities of one or more series herein
provided, entitled to vote at any such meeting, evidenced as provided in Section
6.1 and filed with the Trustee, shall be effective in lieu of a meeting of the
Holders of Securities of such series, with respect to any matter provided for in
this Article Six.


                                  ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

                  SECTION 7.1 Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by, or pursuant to a Resolution,
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as in force at the date of the execution thereof)
for one or more of the following purposes:

                  (a) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Securities of one or more series any
         property or assets;

                  (b) to evidence the succession of another corporation to the
         Issuer, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Issuer
         pursuant to Article Eight;



                                      -47-
<PAGE>   54

                  (c) to add to the covenants of the Issuer such further
         covenants, restrictions, conditions or provisions as the Issuer and the
         Trustee shall consider to be for the benefit of the Holders of one or
         more series of Securities (and if such covenants, restrictions,
         conditions or provisions are to be for the benefit of less than all
         series of Securities, stating that such covenants, restrictions,
         conditions or provisions are expressly being included solely for the
         benefit of such series) or to surrender any right or power herein
         conferred upon the Issuer;

                  (d) to add additional Events of Default and to provide with
         respect thereto for any particular periods of grace after default
         (which may be shorter or longer than that allowed in the case of other
         defaults) or for immediate enforcement upon such default or for any
         limitation of the remedies available to the Trustee upon such default;

                  (e) to provide for the issuance under this Indenture of
         Securities in bearer form (including Securities registrable as to
         principal only) with or without interest coupons and to provide for
         exchangeability of such Securities with the Securities of the same
         series or tranche, as the case may be, issued hereunder in fully
         registered form and to make all appropriate changes for such purpose;

                  (f) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture; or to change or eliminate any
         provision or to make such other provisions in regard to matters or
         questions arising under this Indenture or under any supplemental
         indenture as the Issuer may deem necessary or desirable and which shall
         not adversely affect the interests of the Holders of the Securities at
         the time Outstanding;

                  (g) to establish the form or terms of Securities of any series
         as permitted by Sections 2.1 and 2.5; or

                  (h) to evidence and provide for the acceptance of appointment
         hereunder by a successor trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one trustee,
         pursuant to the requirements of Section 5.9.

                  Upon the request of the Issuer, accompanied by a copy of a
Resolution certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, the Trustee shall
join with the Issuer in the execution of any such supplemental indenture, to
make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge
of any property thereunder, but the Trustee shall not be obligated to (but may
in its discretion) enter into any such supplemental indenture which adversely
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.



                                      -48-
<PAGE>   55

                  Any supplemental indenture authorized by the provisions of
this Section may be executed by the Issuer and the Trustee without the consent
of the Holders of any of the Securities at the time Outstanding, notwithstanding
any of the provisions of Section 7.2.

                  SECTION 7.2 Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Six) of the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected by such supplemental indenture (all such
series voting as a single class) at the time Outstanding, the Issuer, when
authorized by, or pursuant to a Resolution, and the Trustee may, from time to
time and at any time, enter into an indenture or indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of execution thereof) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the
rights and obligations of the Issuer and the rights of the Holders of the
Securities of all such series; provided, that no such supplemental indenture
shall (a) extend the fixed maturity of any Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption or reduce the Overdue Rate
thereof or make the principal thereof or interest thereon payable in any coin or
currency other than that provided in the Security or reduce the amount of the
principal of an Original Issue Discount Security (or a Security that provides
that an amount other than the face amount thereof will or may be payable upon a
declaration of acceleration of the maturity thereof) that would be due and
payable upon an acceleration of the maturity thereof pursuant to Section 4.1 or
the amount thereof provable in bankruptcy pursuant to Section 4.2, or impair, if
the Securities provide therefor, any right of repayment at the option of the
Securityholder, without the consent of the Holder of each Security so affected,
or (b) reduce the aforesaid percentage of Securities the consent of the Holders
of which is required for any such supplemental indenture, without the consent of
the Holders of each Security so affected.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Securityholders of such series with respect to such
covenant or provision, shall be deemed not to affect the rights under this
Indenture of the Securityholders of any other series. The preceding sentence
shall not, however, raise any inference as to whether or not a particular series
is affected by any supplemental indenture not referred to in such sentence.

                  Upon the request of the Issuer, accompanied by a copy of a
Resolution certified by the secretary or an assistant secretary of the Issuer
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid and other documents, if any, required by Section 6.1, the Trustee
shall join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.



                                      -49-
<PAGE>   56

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

                  Promptly after the execution by the Issuer and the Trustee of
any supplemental indenture pursuant to the provisions of this Section 7.2, the
Issuer shall mail a notice thereof to the Holders of Securities of each series
affected thereby at their addresses as they shall appear in the Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

                  SECTION 7.3 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Issuer and the Holders
of Securities of each series affected thereby shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

                  SECTION 7.4 Certain Documents to Be Given to Trustee. The
Trustee, subject to the requirements of the Trust Indenture Act of 1939 and
Section 5.1, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article Seven complies with the requirements of this Article Seven.

                  SECTION 7.5 Notation on Securities. Securities of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Seven may bear a notation in form
approved by the Trustee for such series as to any matter provided for by such
supplemental indenture or as to any action taken at any such meeting. If the
Issuer or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Issuer, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Issuer, authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.


                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                  SECTION 8.1 Issuer May Consolidate, etc., on Certain Terms.
Nothing contained in this Indenture or in any of the Securities shall prevent
any consolidation or merger of the Issuer with or into any other entity or
entities (whether or not affiliated with the Issuer), or successive
consolidations or mergers in which the Issuer or its successor or successors
shall be a party or parties, or shall prevent any sale, conveyance or lease of
all or substantially all the property of the Issuer, to any other entity
(whether or not affiliated with the Issuer) authorized to acquire and operate
the same; provided, however, and the Issuer hereby covenants and agrees,



                                      -50-
<PAGE>   57

that upon any such consolidation, merger, sale, conveyance or lease, (i) the due
and punctual payment of the principal of and interest, if any, on all of the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Issuer, shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the entity (if other than the Issuer) formed by such consolidation, or into
which the Issuer shall have been merged, or by the entity which shall have
acquired or leased such property and (ii) the Issuer or such successor entity,
as the case may be, shall not, immediately after such merger or consolidation,
or such sale, conveyance or lease, be in default in the performance of any such
covenant or condition.

                  SECTION 8.2 Successor Corporation to Be Substituted. In case
of any consolidation, merger, sale, conveyance or lease referred to in Section
8.l and upon the assumption by the successor entity, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and interest, if any, on all
of the Securities and the due and punctual performance of all of the covenants
and conditions of this Indenture to be performed by the Issuer, such successor
entity shall succeed to and be substituted for the Issuer, with the same effect
as if it had been named herein as the party of the first part. Such successor
entity thereupon may cause to be signed, and may issue either in its own name or
in the name of Newmont Gold Company any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Issuer and
delivered to the Trustee; and, upon the order of such successor entity instead
of the Issuer and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Issuer to the Trustee for authentication, and any Securities which such
successor entity thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof. In the event of any such sale or conveyance, but not any such lease, the
Issuer or any successor entity which shall theretofore have become such in the
manner described in this Article Eight shall be discharged from all obligations
and covenants under this Indenture and the Securities and may be dissolved and
liquidated.

                  In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form (but not in substance) may be made
in the Securities thereafter to be issued as may be appropriate.

                  SECTION 8.3 Opinion of Counsel and Officers' Certificate to Be
Given to Trustee. The Trustee, subject to the requirements of the Trust
Indenture Act of 1939 and Section 5.1, may receive an Opinion of Counsel and
Officers' Certificate as conclusive evidence that any such consolidation,
merger, sale, conveyance or lease and any such assumption complies with the
provisions of this Article Eight.



                                      -51-
<PAGE>   58

                                  ARTICLE NINE

                           SATISFACTION AND DISCHARGE
                         OF INDENTURE; UNCLAIMED MONEYS

                  SECTION 9.1 Satisfaction and Discharge of Indenture. If at any
time (a) the Issuer shall have paid or caused to be paid the principal of and
interest on all the Securities of any particular series Outstanding hereunder
(other than Securities which have been mutilated, defaced, destroyed, lost or
stolen and which have been replaced or paid as provided in Section 2.11 or in
lieu of or in substitution for which other Securities shall have been
authenticated and delivered) as and when the same shall have become due and
payable, or (b) the Issuer shall have delivered to the Trustee for cancellation
all Securities of such series theretofore authenticated (other than any
Securities of such series which shall have been mutilated, defaced, destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section
2.11 or in lieu of or in substitution for which other Securities shall have been
authenticated and delivered) and not theretofore cancelled, or (c)(i) all the
Securities of such series not theretofore cancelled or delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Issuer in
accordance with Section 9.4) sufficient to pay at maturity or upon redemption
all Securities of such series not theretofore delivered to the Trustee for
cancellation (other than any Securities of such series which shall have been
mutilated, defaced, destroyed, lost or stolen which have been replaced or paid
as provided in Section 2.11 or in lieu of or in substitution for which other
Securities shall have been authenticated and delivered), including principal and
interest, if any, due or to become due to such date of maturity or the date
fixed for redemption, as the case may be, and if, in any such case, the Issuer
shall also pay or cause to be paid all other sums payable hereunder by the
Issuer with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series (except
as to (i) rights of registration of transfer and exchange, and the Issuer's
right of optional redemption, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities, (iii) rights of Securityholders to receive
payments of principal thereof and interest, if any, thereon, and remaining
rights of the Securityholders to receive mandatory sinking fund payments, if
any, (iv) the rights, obligations and immunities of the Trustee hereunder,
including its rights under Section 5.5 and (v) the rights of the Securityholders
of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and the Trustee, on demand of
the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and
at the cost and expense of the Issuer, shall execute proper instruments
acknowledging such satisfaction of and discharging this Indenture with respect
to such series.

                  SECTION 9.2 Application by Trustee of Funds Deposited for
Payment of Securities. Subject to Section 9.4, all moneys deposited with the
Trustee pursuant to Section 9.1 shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Issuer
acting as its own paying agent), to the Holders of the particular Securities of



                                      -52-
<PAGE>   59

such series for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest, if any.

                  SECTION 9.3 Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent, other than
the Trustee, under the provisions of this Indenture with respect to such series
of Securities shall, upon demand of the Issuer, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

                  SECTION 9.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of or interest, if any, on any
Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest, as the case may be, shall
have become due and payable, shall, upon the written request of the Issuer and
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of such Security of such series
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect.

                  SECTION 9.5 Issuer's Option to Effect Defeasance or Covenant
Defeasance. The Issuer may at its option by or pursuant to a Resolution, at any
time, with respect to the Securities of any series, elect to have either Section
9.6 or Section 9.7 be applied to the Outstanding Securities of such series upon
compliance with the conditions set forth below.

                  SECTION 9.6 Defeasance and Discharge. Upon the Issuer's
exercise of its option to utilize the provisions of this Section 9.6 and upon
compliance with Section 9.8, the Issuer shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities of such series
on the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Issuer shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Issuer, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described in Section 9.8 and as more fully set forth in such Section,
payments in respect of the principal of and interest on such Securities when
such payments are due, (B) the Issuer's obligations with respect to such
Securities under Sections 2.10, 2.11, 2.13, 3.2 and 3.3, (C) the rights, powers,
trusts, duties, and immunities of the Trustee under Sections 2.11, 2.12, 2.l3,
4.3, 5.5 and 9.4, and otherwise the duty of the Trustee to authenticate
Securities of such series issued on registration of transfer or exchange and (D)
this Article Nine. Subject to compliance with this Article Nine, the Issuer may
exercise its option under this Section 9.6 notwithstanding the prior exercise of
its option under Section 9.7 with respect to the Securities of such series.



                                      -53-
<PAGE>   60

                  SECTION 9.7 Covenant Defeasance. Upon the Issuer's exercise of
its option to utilize the provisions of to this Section 9.7 and upon compliance
with Section 9.8, the Issuer shall be released from its obligations under
Sections 3.4 and 3.5 and Section 4.l(d) with respect to the Outstanding
Securities of such series on and after the date the conditions set forth below
are satisfied (hereinafter, "covenant defeasance"). For this purpose, such
covenant defeasance means that, with respect to the Outstanding Securities of
such series, the Issuer may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section with
respect to it, 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 9.8 Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of either Section 9.6 or
Section 9.7 to the Outstanding Securities of such series:

                  (a) The Issuer shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 5.7 who shall agree to comply with the
         provisions of this Article Nine 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 benefit 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, 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 other qualifying trustee) to pay and discharge, (i) the
         principal of and each installment of principal of and interest on the
         Outstanding Securities of such series on the stated maturity of such
         principal or installment of principal or interest and (ii) any
         mandatory sinking fund payments or analogous payments applicable to the
         Outstanding Securities of such series on the day on which such payments
         are due and payable in accordance with the terms of this Indenture and
         of such Securities. For this purpose, "U.S. Government Obligations"
         means securities that are (x) direct obligations of the United States
         of America for the payment of which its full faith and credit is
         pledged or (y) obligations of a Person controlled or supervised by and
         acting as an agency or instrumentality of the United States of America
         the payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case, are not callable or redeemable at the option of the issuer
         thereof, and shall also include a depository receipt issued by a bank
         (as defined in Section 3(a)(2) of the Securities Act of 1933, as
         amended) as custodian with respect to any such U.S. Government
         Obligation or a specific payment of principal of or interest on any
         such U.S. Government Obligation held by such custodian for the account
         of the Holder of such depository receipt, provided, that (except as
         required by law) such custodian is not authorized to make any deduction
         from the amount payable to the Holder of such depository receipt from
         any amount received by the custodian in respect of the U.S.



                                      -54-
<PAGE>   61

         Government Obligation or the specific payment of principal of or
         interest on the U.S. Government Obligation evidenced by such depository
         receipt.

                  (b) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to the
         Securities of such series shall have occurred and be continuing on the
         date of such deposit.

                  (c) Such defeasance or covenant defeasance shall not cause the
         Trustee for the Securities of such series to have a conflicting
         interest for purposes of the Trust Indenture Act of 1939 with respect
         to any securities of the Issuer.

                  (d) Such defeasance or covenant defeasance shall not result in
         a breach or violation of, or constitute a default under, this Indenture
         or any other agreement or instrument to which the Issuer is a party or
         by which it is bound.

                  (e) Such defeasance or covenant defeasance shall not cause any
         Securities of such series then listed on any registered national
         securities exchange under the Securities Exchange Act of 1934, as
         amended, to be delisted.

                  (f) In the case of an election under Section 9.6, the Issuer
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (x) the Issuer has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (y) since the date of this
         Indenture there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and based thereon such opinion
         shall confirm that, the Holders of the Outstanding Securities of such
         series will not recognize income, gain or loss for Federal income tax
         purposes as a result of such defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such defeasance had not occurred.

                  (g) In the case of an election under Section 9.7, the Issuer
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of the Outstanding Securities of such series will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such covenant defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such covenant defeasance had not
         occurred.

                  (h) The Issuer shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the defeasance
         under Section 9.6 or the covenant defeasance under Section 9.7 (as the
         case may be) have been complied with.

                  SECTION 9.9 Deposited Money and U.S. Government Obligations to
Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of
Section 9.4, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee --
collectively, for purposes of this Section 9.9, the "Trustee") pursuant to
Section 9.8 in respect of the Outstanding Securities of such series shall be
held in trust and applied



                                      -55-
<PAGE>   62

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

                  The Issuer shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 9.8 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

                  Anything in this Article Nine to the contrary notwithstanding,
the Trustee shall deliver or pay to the Issuer from time to time upon the
Issuer's written request any money or U.S. Government Obligations held by it as
provided in Section 9.8 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.


                                   ARTICLE TEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

                  SECTION 10.1 Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity and to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 2.5 for
Securities of such series.

                  SECTION 10.2 Notice of Redemption; Selection of Securities. In
case the Issuer shall desire to exercise any right to redeem all or any part of
the Securities of any series in accordance with their terms, the Issuer shall
fix a date for redemption and shall notify the Trustee in writing, at least 45
days before such redemption date. The Issuer, or at the request and at the
expense of the Issuer, the Trustee, shall mail a notice of such redemption, at
least 30 days and not more than 60 days prior to the date fixed for redemption,
to the Holders of Securities of such series so to be redeemed in whole or in
part at their last addresses as they shall appear in the Register. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives the notice. Failure to
give notice by mail, or any defect in the notice, to the Holder of any Security
of a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

                  The notice of redemption to each such Holder shall specify the
CUSIP number of the Securities, if any, the date fixed for redemption, the
redemption price, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities, that any interest accrued to the
date fixed for redemption will be paid as specified in such notice and that on
and after said date any interest thereon or on the portions thereof to be
redeemed will cease to accrue. If less than all of the Outstanding Securities of
a series are to be redeemed, the notice of



                                      -56-
<PAGE>   63

redemption shall specify the number or numbers or distinguishing symbol or
symbols of the Securities to be redeemed. In case any Security of a series is to
be redeemed in part only the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

                  Prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its
own paying agent, segregate and hold in trust as required by the Trust Indenture
Act of 1939) an amount of money (in the currency or units of currencies or
composite currency in which the Securities so called for redemption are
denominated or an appropriate equivalent thereof) sufficient to redeem on the
redemption date all the Securities of such series or portions thereof so called
for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption. If less than all the Outstanding
Securities of a series are to be redeemed (or less than the full principal
amount of each Security in such series is to be redeemed), the Issuer will
deliver to the Trustee at least 60 days prior to the date fixed for redemption
(or such shorter period if acceptable to the Trustee) an Officers' Certificate
stating the aggregate principal amount of Securities to be redeemed and, if the
Trustee is not acting as the repository of the Register for such series, a
current list of all Outstanding Securities of such series.

                  If less than all the Outstanding Securities of a series are to
be redeemed, the Trustee shall select, in such manner as it shall deem
appropriate and fair, Securities of such series to be redeemed in whole or in
part; however, if less than all the Securities of any series with differing
issue dates, interest rates and stated maturities are to be redeemed, the Issuer
in its sole discretion shall select the particular Securities to be redeemed and
shall notify the Trustee in writing thereof at least 45 days prior to the
relevant redemption date. Except as otherwise specified for Securities of a
particular series pursuant to Section 2.5, Securities may be redeemed in part in
amounts equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series 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 of
any series shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.

                  SECTION 10.3 Payment of Securities Called for Redemption. If
notice of redemption has been given as provided in Section 10.2, the Securities
or portions of Securities specified in such notice shall become due and payable
on the date and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities or portions thereof at the redemption price, together
with interest accrued to said date) interest on the Securities or portions of
Securities so called for redemption shall cease to accrue



                                      -57-
<PAGE>   64

and, except as provided in Sections 5.4 and 9.4, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit or
security under this Indenture, and the Holders of such Securities shall have no
right in respect of such Securities except the right to receive the redemption
price thereof and unpaid interest to the date fixed for redemption. On
presentation and surrender of such Securities at a place of payment specified in
said notice, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided, that if the
date fixed for redemption is an interest payment date, the interest due on that
date shall be payable to the Holders of such Securities registered as such on
the relevant record date according to their terms.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal thereof so to be redeemed
shall, until paid or duly provided for, bear interest from the date fixed for
redemption at the Overdue Rate applicable to such series.

                  Upon presentation of any Security redeemed in part only, the
Issuer shall execute and the Trustee shall authenticate and make available for
delivery to or on the order of the Holder thereof, at the expense of the Issuer,
a new Security or Securities of such series, of authorized denominations, in
principal amount equal to the unredeemed portion of the Security so presented.

                  SECTION 10.4 Exclusion of Certain Securities from Eligibility
for Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number or other distinguishing symbol in a written statement signed by an
authorized officer of the Issuer and delivered to the Trustee at least 10 days
prior to the date on which Securities are to be selected for redemption as being
owned of record and beneficially by, and not pledged or hypothecated by, either
(a) the Issuer or (b) an entity specifically identified in such written
statement directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer.

                  SECTION 10.5 Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".

                  In lieu of making all or any part of any mandatory sinking
fund payment with respect to any series of Securities in cash, the Issuer may at
its option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.12, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of Securities of such series. Securities so delivered or credited
shall be received or credited by the



                                      -58-
<PAGE>   65

Trustee at the sinking fund redemption price specified in such Securities, and
the amount of such mandatory sinking fund payment shall be reduced accordingly.

                  On or before the sixtieth day next preceding each sinking fund
payment date for any series of Securities, the Issuer will deliver to the
Trustee a certificate of the Issuer (which need not contain the statements
required by the Trust Indenture Act of 1939) signed by an officer of the Issuer
who is one of the officers authorized to sign an Officers' Certificate (a)
specifying the portion, if any, of the mandatory sinking fund payment to be
satisfied by payment of cash and the portion, if any, to be satisfied by credit
of Securities of such series, (b) stating that none of such Securities has
theretofore been so credited, (c) stating that no Event of Default with respect
to such series has occurred (which has not been waived or cured) and is
continuing and (d) stating whether or not the Issuer intends to exercise its
right to make an optional sinking fund payment with respect to such series and,
if so, specifying the amount of such optional sinking fund payment which the
Issuer intends to pay on or before the next succeeding sinking fund payment
date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Issuer to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.12 to the Trustee with such
certificate. Such certificate shall be irrevocable and upon its receipt by the
Trustee the Issuer shall become obligated to make all the cash payments or
payments therein referred to, if any (which cash may be deposited with the
Trustee or with one or more paying agents or, if the Issuer is acting as its own
paying agent, segregated and held in trust as required by the Trust Indenture
Act of 1939), on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such sixtieth day, to deliver such
certificate and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

                  If the sinking fund payment or payments (mandatory or optional
or both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed U.S. $100,000 or, if payments on Securities of such series are to
be made in a currency other than Dollars or in units or composites of two more
currencies, the equivalent thereof (based upon the Market Exchange Rate on the
sixtieth day preceding the relevant sinking fund payment date or if the Market
Exchange Rate is not available for such date, the immediately preceding date for
which the Market Exchange Rate is available) in the relevant currency or unit or
composite currency (or such other amount as is specified for a particular series
of Securities pursuant to Section 2.5), or a lesser sum if the Issuer shall so
request, with respect to the Securities of any particular series, such cash
shall be applied by the Trustee (or by the Issuer if the Issuer is acting as its
own paying agent) on the sinking fund payment date on which such payment is made
(or, if such payment is made before a sinking fund payment date, on the next
sinking fund payment date following the date of such payment) to the redemption
of such Securities at the sinking fund redemption price specified in such
Securities for operation of the sinking fund together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be U.S. $100,000 or,
if payments on Securities of such series are to be made in a currency other than
Dollars or in units or composites of two more currencies,



                                      -59-
<PAGE>   66

the equivalent thereof (based upon the Market Exchange Rate on the sixtieth day
preceding the relevant sinking fund payment date or if the Market Exchange Rate
is not available for such date, the immediately preceding date for which the
Market Exchange Rate is available) in the relevant currency or unit or composite
currency (or such other amount as is specified for the particular series
pursuant to Section 2.5), or less and the Issuer makes no such request then it
shall be carried over until a sum in excess of U.S. $100,000, or the equivalent
thereof in the relevant currency or unit or composite currency, is available.

                  The Trustee shall select, in the manner provided in Section
10.2, for redemption on such sinking fund payment date, Securities of such
series with respect to which cash payment of the applicable sinking fund
redemption price will be made and shall (if requested in writing by the Issuer)
inform the Issuer of the serial numbers or other distinguishing symbols of the
Securities of such series (or portions thereof) so selected. If the Trustee
shall be required to select Securities of any series for the sinking fund and is
not acting as repository of the Register for such series, at least 60 days prior
to the sinking fund payment date the Issuer shall furnish to the Trustee a
current list of all Outstanding Securities of such series. Securities of any
series which are (a) owned by the Issuer or an entity actually known by the
Trustee to be directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, as shown by the Register, and
not known to the Trustee to have been pledged or hypothecated by the Issuer or
any such entity or (b) identified in an Officers' Certificate at least 60 days
prior to the sinking fund payment date as being beneficially owned by, and not
pledged or hypothecated by, the Issuer or an entity directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer, shall be excluded from Securities of such series eligible for selection
for redemption. The Trustee, in the name and at the expense of the Issuer (or
the Issuer, if it shall so notify the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 10.2, except that the notice of redemption shall also
state that the Securities are being redeemed by operation of the sinking fund
(and with the effect provided in Section 10.3) for the redemption of Securities
of such series which, if applicable, is in part at the option of the Issuer.

                  The amount of any sinking fund payments not so applied or
allocated by the Trustee (or by the Issuer if the Issuer is acting as its own
paying agent) to the redemption of Securities of such series shall be added to
the next cash sinking fund payment received by the Trustee (or if the Issuer is
acting as its own paying agent, segregated and held in trust as required by the
Trust Indenture Act of 1939) for such series and, together with such payment (or
such amount so segregated), shall be applied in accordance with the provisions
of this Section 10.5. Any and all sinking fund moneys held by the Trustee (or if
the Issuer is acting as its own paying agent, segregated and held in trust as
required by the Trust Indenture Act of 1939) on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied by the Trustee (or by the Issuer if
the Issuer is acting as its own paying agent), together with other moneys, if
necessary, sufficient for the purpose, to the payment of the principal of, and
interest on, the Securities of such series at maturity.

                  On or before each sinking fund payment date, the Issuer shall
pay to the Trustee in cash (or if the Issuer is acting as its own paying agent
will segregate and hold in trust as required



                                      -60-
<PAGE>   67

by the Trust Indenture Act of 1939) or shall otherwise provide for the payment
of all interest accrued to the date fixed for redemption on Securities (or
portions thereof) to be redeemed on such sinking fund payment date.

                  Neither the Issuer nor the Trustee shall redeem or cause to be
redeemed any Securities of a series with sinking fund moneys or mail any notice
of redemption of Securities for such series by operation of the sinking fund
during the continuance of a default in payment of interest, if any, on such
Securities or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph, with respect to such Securities) except
that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee (or the Issuer if the Issuer is acting
as its own paying agent) shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Issuer (or the Issuer shall have
segregated) a sum sufficient for such redemption. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur, and any moneys thereafter paid into the sinking
fund, shall, during the continuance of such default or Event of Default, be
deemed to have been collected under Article Four and held for the payment of all
such Securities. Notwithstanding anything in the foregoing to the contrary, in
case such default or Event of Default shall have been waived as provided in
Section 4.9 or the default or Event of Default cured on or before the sixtieth
day preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section 10.5 to the redemption of such Securities.


                                 ARTICLE ELEVEN

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.1 Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities.

                  SECTION 11.2 Provisions of Indenture for the Sole Benefit of
Parties and Securityholders. Nothing in this Indenture or in the Securities,
expressed or implied, shall give or be construed to give to any Person, other
than the parties hereto and their successors and assigns and the Holders of the
Securities, any legal or equitable right, remedy or claim under this Indenture
or under any covenant, condition or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the Holders of the Securities.



                                      -61-
<PAGE>   68

                  SECTION 11.3 Successors and Assigns of Issuer Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by the Issuer shall bind its successors and assigns, whether
or not so expressed.

                  SECTION 11.4 Notices and Demands on Issuer, Trustee and
Securityholders. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders
of Securities to or on the Issuer may be given or served by being deposited
postage prepaid, first-class mail, in a post office letter box (except as
otherwise specifically provided herein) addressed (until another address of the
Issuer is furnished by the Issuer to the Trustee) to Newmont Gold Company, 1700
Lincoln Street, Denver, Colorado 80203, Attention: Treasurer. Any notice,
direction, request or demand by the Issuer or any Securityholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing and received at its Corporate Trust
Office.

                  Where this Indenture provides for notice to Securityholders,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Securityholder entitled thereto, at his last address as it appears in the
Register. In any case where notice to Securityholders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Securityholder shall affect the sufficiency of such notice with
respect to other Securityholders. 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 Securityholders 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. Notwithstanding
anything to the contrary elsewhere in this Indenture as to the giving of notice,
any other form of written notice is sufficient, if received.

                  In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then notwithstanding anything to the contrary
elsewhere in this Indenture as to the giving of notice, any manner of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

                  SECTION 11.5 Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture



                                      -62-
<PAGE>   69

shall include (a) a statement that the Person making such certificate or opinion
has read such covenant or condition, (b) 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, (c) a statement that, in the
opinion of such Person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with and (d) a statement as to whether
or not, in the opinion of such Person, such condition or covenant has been
complied with.

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

                  Any certificate, statement or opinion of an officer of the
Issuer or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous.

                  Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

                  SECTION 11.6 Official Acts by Successor Entity. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Issuer shall and may be
done and performed with like force and effect by the like board, committee or
officer of any entity that shall at the time be the lawful sole successor of the
Issuer.

                  SECTION 11.7 Payments Due on Saturdays, Sundays and Legal
Holidays. Except as may be provided pursuant to Section 2.5 with respect to any
series of tranche, if the date of maturity of interest on or principal of the
Securities of any series or the date fixed for redemption or repayment of any
such Security shall not be a Business Day, then payment of such interest, if
any, or principal 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 date of
maturity or the date fixed for redemption or repayment, and no interest shall
accrue for the period from and after such date.

                  SECTION 11.8 NEW YORK LAW TO GOVERN. THIS INDENTURE AND EACH
SECURITY SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW
YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN



                                      -63-
<PAGE>   70

ACCORDANCE WITH THE LAWS OF SUCH STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY
MANDATORY PROVISIONS OF LAW.

                  SECTION 11.9 Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                  SECTION 11.10 Effect of Headings. The Article and Section
headings herein and the Table of Contents are for convenience of reference only,
are not to be considered a part hereof and shall not affect the construction
hereof.

                  SECTION 11.11 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act of 1939 that is required under such Act to be a part of and govern
this Indenture, the latter provisions shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act of 1939
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.


                  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 __________ __, 1998.


                                        NEWMONT GOLD COMPANY


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


[CORPORATE SEAL]

Attest:


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


                                        CITIBANK, N.A.,
                                         as Trustee


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


[CORPORATE SEAL]

Attest:


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


                                      -64-
<PAGE>   71

STATE OF NEW YORK   )
                    )SS:
COUNTY OF NEW YORK  )


                  On this ____ day of _________, 1998, before me personally came
_____________ _____________, to me personally known, who, being by me duly
sworn, did depose and say that he resides at ________________________________;
that he is a ______________ of Citibank, N.A. one of the corporations described
in and which executed the above instrument; that he knows the corporate 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.


[NOTARIAL SEAL]


                                                  ------------------------------
                                                           Notary Public


<PAGE>   72


STATE OF COLORADO   )
                    )SS:
COUNTY OF           )


                  On this ____ of _________, 1998, before me personally came
_____________ _____________, to me personally known, who, being by me duly
sworn, did depose and say that he resides at
______________________________________; that he is ___________________ of
Newmont Gold Company, one of the corporations described in and which executed
the above instrument; that he knows the corporate 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.


[NOTARIAL SEAL]



                                                  ------------------------------
                                                           Notary Public