<PAGE>   1
                                                                   EXHIBIT 4.21

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



                               PACKAGED ICE, INC.
                                   as Issuer,

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN

                                      AND

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

                                   as Trustee

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

                                   INDENTURE

                        Dated as of _____________, 199__

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

                                  $40,000,000

                     13% Series A Senior Subordinated Notes
                                due May 1, 2005

                     13% Series B Senior Subordinated Notes
                                due May 1, 2005


================================================================================
<PAGE>   2
                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
 TIA                                                                  Indenture
Section                                                                Section 
-------                                                               ---------
<S>                                                                   <C>


</TABLE>
<PAGE>   3
                               TABLE OF CONTENTS

<TABLE>
<S>              <C>                                                                                         <C>
                                  ARTICLE (1)DEFINITIONS AND INCORPORATION BY REFERENCE1

SECTION 1.1.     Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
SECTION 1.2.     Incorporation by Reference of TIA  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
SECTION 1.3.     Rules of Construction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

                                               ARTICLE (2)THE SECURITIES19

SECTION 2.1.     Form and Dating  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
SECTION 2.2.     Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
SECTION 2.3.     Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
SECTION 2.4.     Paying Agent to Hold Assets in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
SECTION 2.5.     Securityholder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
SECTION 2.6.     Transfer and Exchange  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
SECTION 2.7.     Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
SECTION 2.8.     Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
SECTION 2.9.     Treasury Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
SECTION 2.10.    Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
SECTION 2.11.    Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
SECTION 2.12.    CUSIP Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
SECTION 2.13.    Deposit of Moneys  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
SECTION 2.14.    Book-Entry Provisions for Global Securities  . . . . . . . . . . . . . . . . . . . . . . .  24
SECTION 2.15.    Registration of Transfers and Exchanges  . . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 2.16.    Designation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
SECTION 2.17.    Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

                                                 ARTICLE (3)REDEMPTION30

SECTION 3.1.     Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
SECTION 3.2.     Selection of Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . .  30
SECTION 3.3.     Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
SECTION 3.4.     Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
SECTION 3.5.     Deposit of Redemption Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
SECTION 3.6.     Securities Redeemed in Part  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
SECTION 3.7.     Optional Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
SECTION 3.8.     Procedures for Purchase Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

                                                  ARTICLE (4)COVENANTS35

SECTION 4.1.     Payment of Securities; Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
SECTION 4.2.     Maintenance of Office or Agency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
SECTION 4.11.    Corporate Existence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
SECTION 4.12.    Payment of Taxes and Other Claims  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
SECTION 4.13.    Maintenance of Properties and Insurance  . . . . . . . . . . . . . . . . . . . . . . . . .  40
SECTION 4.14.    Compliance Certificate; Notice of Default; Tax Information . . . . . . . . . . . . . . . .  41
SECTION 4.15.    Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
SECTION 4.16.    SEC Reports  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
SECTION 4.17.    Waiver of Stay, Extension or Usury Laws  . . . . . . . . . . . . . . . . . . . . . . . . .  43
</TABLE>





                                       i
<PAGE>   4
<TABLE>
<S>              <C>                                                                                         <C>
SECTION 4.18.    Intentionally Omitted.SECTION 4.19.  Intentionally Omitted . . . . . . . . . . . . . . . .  43
SECTION 4.20.    Offer to Repurchase Upon Change of Control . . . . . . . . . . . . . . . . . . . . . . . .  43
SECTION 4.21.    Asset Sales  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
SECTION 4.22.    Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
SECTION 4.23.    Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
SECTION 4.24.    Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
SECTION 4.25.    Additional Subsidiary Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

                                            ARTICLE (5)SUCCESSOR CORPORATION46

SECTION 5.1.     Mergers, Consolidations and Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . .  46

                                            ARTICLE (6)DEFAULT AND REMEDIES47

SECTION 6.1.     Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
SECTION 6.2.     Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
SECTION 6.3.     Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
SECTION 6.4.     Waiver of Past Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
SECTION 6.5.     Control by Majority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
SECTION 6.6.     Limitation on Suits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
SECTION 6.7.     Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
SECTION 6.8.     Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
SECTION 6.9.     Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
SECTION 6.10.    Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
SECTION 6.11.    Undertaking for Costs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
SECTION 6.12.    Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52

                                                   ARTICLE (7)TRUSTEE53

SECTION 7.1.     Duties of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
SECTION 7.2.     Rights of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
SECTION 7.3.     Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
SECTION 7.4.     Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
SECTION 7.5.     Notice of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
SECTION 7.6.     Reports by Trustee to Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
SECTION 7.7.     Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
SECTION 7.8.     Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
SECTION 7.9.     Successor Trustee by Merger, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
SECTION 7.10.    Eligibility; Disqualification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
SECTION 7.11.    Preferential Collection of Claims Against Company  . . . . . . . . . . . . . . . . . . . .  58

                                   ARTICLE (8)SATISFACTION AND DISCHARGE OF INDENTURE59

SECTION 8.1.     Legal Defeasance and Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . .  59
SECTION 8.2.     Satisfaction and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
SECTION 8.3.     Survival of Certain Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
SECTION 8.4.     Acknowledgment of Discharge by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . .  63
SECTION 8.5.     Application of Trust Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
SECTION 8.6.     Repayment to the Company or Subsidiary Guarantors; Unclaimed Money . . . . . . . . . . . .  63
SECTION 8.7.     Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
</TABLE>





                                       ii
<PAGE>   5
<TABLE>
<S>              <C>                                                                                         <C>
                                     ARTICLE (9)AMENDMENTS, SUPPLEMENTS AND WAIVERS64

SECTION 9.1.     Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
SECTION 9.2.     With Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
SECTION 9.3.     Compliance with TIA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
SECTION 9.4.     Revocation and Effect of Consents  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
SECTION 9.5.     Notation on or Exchange of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . .  67
SECTION 9.6.     Trustee to Sign Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67

                                                 ARTICLE (10)GUARANTEE68

SECTION 10.1.    Unconditional Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
SECTION 10.2.    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
SECTION 10.3.    Limitation of Subsidiary Guarantor's Liability . . . . . . . . . . . . . . . . . . . . . .  69
SECTION 10.4.    Subsidiary Guarantors May Consolidate, etc., on Certain Terms  . . . . . . . . . . . . . .  69
SECTION 10.5.    Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
SECTION 10.6.    Waiver of Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
SECTION 10.7.    Execution of Subsidiary Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
SECTION 10.8.    Waiver of Stay, Extension or Usury Laws  . . . . . . . . . . . . . . . . . . . . . . . . .  72

                                               ARTICLE (12)MISCELLANEOUS78

SECTION 12.1.    TIA Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
SECTION 12.2.    Notices. . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . . .  . . . . . . .  78
SECTION 12.3.    Communications by Holders with Other Holders . . . . . . . . . . . . . . . . . . . . . . .  79
SECTION 12.4.    Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . . .  79
SECTION 12.5.    Statements Required in Certificate or Opinion  . . . . . . . . . . . . . . . . . . . . . .  80
SECTION 12.6.    Rules by Trustee, Paying Agent, Registrar  . . . . . . . . . . . . . . . . . . . . . . . .  80
SECTION 12.7.    Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
SECTION 12.8.    Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 12.9.    No Adverse Interpretation of Other Agreements  . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 12.10.   No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 12.11.   Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 12.12.   Duplicate Originals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SECTION 12.13.   Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
</TABLE>





                                      iii
<PAGE>   6
         THIS INDENTURE dated as of ______________, 199__, is among PACKAGED
ICE, INC., a Texas corporation (the "Company"), PACKAGED ICE LEASING, INC., a
Nevada corporation, SOUTHCO ICE, INC., a Texas corporation, MISSION PARTY ICE,
INC., a Texas corporation, SOUTHWEST TEXAS PACKAGED ICE, INC., a Texas
corporation, SOUTHWESTERN ICE, INC., a Texas corporation, GOLDEN EAGLE ICE -
TEXAS, INC., a Texas corporation, and PACKAGED ICE SOUTHEAST, INC., a Texas
corporation, SOUTHERN BOTTLED WATER COMPANY, INC., a Texas corporation, and
REDDY ICE CORPORATION, a Delaware corporation (collectively, the "Subsidiary
Guarantors"), and ________________________, a ___________________, as Trustee
(the "Trustee").

         Each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Series A
Securities and the Series B Securities (as such terms are hereinafter defined),
without preference of one such series over the other:

                                  ARTICLE (1)

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.     Definitions.

         "Acquired Indebtedness" of any Person means Indebtedness of another
Person and any of its Subsidiaries existing at the time such other Person
becomes a Subsidiary of such Person or at the time it merges or consolidates
with such Person or any of such Person's Subsidiaries or is assumed by such
Person or any Subsidiary of such Person in connection with the acquisition of
assets from such other Person and in each case not Incurred by such Person or
any Subsidiary of such Person or such other Person in connection with, or in
anticipation or contemplation of, such other Person becoming a Subsidiary of
such Person or such acquisition, merger or consolidation, and which
Indebtedness is without recourse to the Company or any of its Subsidiaries or
to any of their respective properties or assets other than the Person or such
Person's Subsidiaries or the assets to which such Indebtedness related prior to
the time such Person becomes a Subsidiary of the Company or the time of such
acquisition, merger or consolidation.

         "Adjusted Net Assets" has the meaning provided in Section 10.5.

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

         "Affiliate Transaction" has the meaning provided in Section 4.9.





                                       1
<PAGE>   7
         "Agent" means any Registrar, Paying Agent or co-Registrar.

         "Asset Acquisition" means (i) an Investment by the Company or any
Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Subsidiary of the Company or shall be merged with or into the
Company or any Subsidiary of the Company or (ii) the acquisition by the Company
or any Subsidiary of the Company of assets of any Person comprising an existing
business (whether existing as a separate entity), subsidiary, division or unit
of such Person.

         "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition to any Person other than the Company or any of its
Subsidiaries (including, without limitation, by means of a sale and leaseback
transaction or a merger or consolidation) (collectively, for purposes of this
definition, a "transfer"), directly or indirectly, in one or a series of
related transactions, of (a) any Capital Stock of any Subsidiary held by the
Company or any other Subsidiary, (b) all or substantially all of the properties
and assets of any division or line of business of the Company or any of its
Subsidiaries, (c) any other properties or assets of the Company or any of its
Subsidiaries other than transfers of cash, Cash Equivalents, accounts
receivable, or properties or assets in the ordinary course of business;
provided that the transfer of all or substantially all of the properties or
assets of the Company and its Subsidiaries, taken as a whole, will be governed
by the provisions of Section 5.1 and/or Section 4.20 and not by the provisions
of Section 4.21.  For the purposes of this definition, the term "Asset Sale"
also shall not include any of the following: (i) sales of damaged, worn-out or
obsolete equipment or assets that, in the Company's reasonable judgment, are
either (A) no longer used or (B) no longer useful in the business of the
Company or its Subsidiaries; (ii) any lease of any property entered into the
ordinary course of business and with respect to which the Company or any
Subsidiary is the lessor, except any such lease that provides for the
acquisition of such property by the lessee during or at the end of the term
thereof for an amount that is less than the fair market value thereof at the
time the right to acquire such property is granted; (iii) a Restricted Payment
or Permitted Investment (as such terms are defined in the Senior Notes
Indenture) permitted under Section 4.03 of the Senior Notes Indenture; and (iv)
any transfers that, but for this clause (iv), would be Asset Sales, if (A) the
Company elects to designate such transfers as not constituting Asset Sales and
(B) after giving effect to such transfers, the aggregate fair market value of
the properties or assets transferred in such transaction or any such series of
related transactions so designated by the Company does not exceed $1,000,000.

         "Asset Proceeds Deficiency" has the meaning set forth in Section 4.21.

         "Asset Proceeds Offer" has the meaning set forth in Section 4.21.

         "Available Proceeds Amount" has the meaning set forth in Section 4.21.

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





                                       2
<PAGE>   8
         "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person duly authorized, with respect to any particular matter, to exercise the
power of the Board of Directors of such Person.

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

         "Business Day" means any day other than a Saturday, Sunday or any
other day on which banking institutions in The City of New York or Dallas,
Texas are required or authorized by law or other governmental action to be
closed.

         "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock of such Person, and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

         "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease that are
required to be classified and accounted for as capital lease obligations under
GAAP and, for purposes of this definition, the amount of such obligations at
any date shall be the capitalized amount of such obligations at such date,
determined in accordance with GAAP.

         "Cash Equivalents" means (i) marketable direct obligations issued by,
or unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Standard & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc.  ("Moody's"); (iii) commercial paper maturing no more
than 270 days from the date of creation thereof and, at the time of
acquisition, having a rating of at least A-l from S&P or at least P-l from
Moody's; (iv) certificates of deposit or bankers' acceptances maturing within
180 days from the date of acquisition thereof issued by any commercial bank
organized under the laws of the United States of America or any state thereof
or the District of Columbia or any U.S.  branch of a foreign bank having at the
date of acquisition thereof combined capital and surplus of not less than
$250,000,000; (v) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (iv)
above;





                                       3
<PAGE>   9
(vi) deposits available for withdrawal on demand with any commercial bank not
meeting the qualifications specified in clause (ii) above, provided that all
such deposits do not exceed $5,000,000 in the aggregate at any one time; (vii)
demand and time deposits and certificates of deposit with any commercial bank
organized in the United States not meeting the qualifications specified in
clause (ii) above, provided that such deposits and certificates support bond,
letter of credit and other similar types of obligations incurred in the
ordinary course of business; and (viii) investments in money market or other
mutual funds substantially all of whose assets comprise securities of the types
described in clauses (i) through (v) above.

         "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way
of merger or consolidation), in one or a series of related transactions, of all
or substantially all of the assets of the Company and its Subsidiaries taken as
a whole to any person (as such term is used in Section 13(d)(3) of the Exchange
Act) other than to the Company or a Subsidiary Guarantor; (ii) the Company
consolidates with or merges into another Person or any Person consolidates
with, or merges into, the Company, in any such event pursuant to a transaction
in which the outstanding Voting Stock of the Company is changed into or
exchanged for cash, securities or other property, other than any such
transaction where (a) the outstanding Voting Stock of the Company is changed
into or exchanged for Voting Stock of the surviving or resulting Person that is
Qualified Capital Stock and (b) the holders of the Voting Stock of the Company
immediately prior to such transaction own, directly or indirectly, not less
than a majority of the Voting Stock of the surviving or resulting Person
immediately after such transaction; (iii) the adoption of a plan relating to
the liquidation or dissolution of the Company not involving a merger or
consolidation or a sale or other disposition of assets described in clause (i)
above; (iv) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any person (as defined
above), excluding Permitted Holders, becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
or indirectly, of more than 50% of the total voting power of the Voting Stock
of the Company; provided that the sale of Voting Stock of the Company to a
Person or Persons acting as underwriters in connection with a firm commitment
underwriting shall not constitute a Change of Control; or (v) the first day on
which a majority of the members of the Board of Directors of the Company are
not  (other than by action of the Permitted Holders).  For purposes of this
definition, any transfer of an equity interest of an entity that was formed for
the purpose of acquiring Voting Stock of the Company will be deemed to be a
transfer of such portion of such Voting Stock as corresponds to the portion of
the equity of such entity that has been so transferred.

         "Change of Control Offer" has the meaning provided in Section 4.20.

         "Change of Control Payment" has the meaning provided in Section 4.20.

         "Change of Control Payment Date" has the meaning provided in Section
4.20.

         "Closing Date" means April 30, 1998.





                                       4
<PAGE>   10
         "Common Stock" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Closing Date or issued after the Closing Date, and includes, without
limitation, all series and classes of such common stock.

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

         "Consolidated EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of (i) Consolidated Net Income plus (ii)
to the extent that any of the following shall have been taken into account in
determining Consolidated Net Income, (A) all income taxes of such Person and
its Subsidiaries paid or accrued in accordance with GAAP for such period (other
than income taxes attributable to extraordinary, unusual or nonrecurring gains
or losses or taxes attributable to sales or dispositions of assets outside the
ordinary course of business), Consolidated Interest Expense, amortization
expense and depreciation expense, and (B) other non-cash items (other than
non-cash interest) reducing Consolidated Net Income, other than any non-cash
item which requires the accrual of or a reserve for cash charges for any future
period and other than any non-cash charge constituting an extraordinary item of
loss, less other non-cash items increasing Consolidated Net Income, all as
determined on a consolidated basis for such Person and its Subsidiaries in
conformity with GAAP.

         "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters for which financial information is available (the "Four Quarter
Period") ending on or prior to the date of the transaction or event giving rise
to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the
"Transaction Date") to Consolidated Fixed Charges of such Person for the Four
Quarter Period.  In addition to and without limitation of the foregoing, for
purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed
Charges" shall be calculated after giving effect on a pro forma basis for the
period of such calculation to (i) the Incurrence or repayment of any
Indebtedness of such Person or any of its Subsidiaries (and the application of
the proceeds thereof) giving rise to the need to make such calculation and any
Incurrence or repayment of other Indebtedness (and the application of the
proceeds thereof), other than the Incurrence or repayment of Indebtedness in
the ordinary course of business for working capital purposes pursuant to
working capital facilities, at any time subsequent to the first day of the Four
Quarter Period and on or prior to the Transaction Date, as if such Incurrence
or repayment, as the case may be (and the application of the proceeds thereof),
occurred on the first day of the Four Quarter Period, and (ii) any Asset Sales
or Asset Acquisitions (including, without limitation, any Asset Acquisition
giving rise to the need to make such calculation as a result of such Person or
one of its Subsidiaries (including any Person who becomes a Subsidiary as a
result of any such Asset Acquisition) Incurring, assuming or otherwise being
liable for Acquired Indebtedness) at any time subsequent to the first day of
the Four Quarter Period and on or prior to the Transaction Date, as if such
Asset Sale or Asset Acquisition (including the Incurrence, assumption or
liability





                                       5
<PAGE>   11
for any such Indebtedness or Acquired Indebtedness and also including any
Consolidated EBITDA, based upon the four fiscal quarters of such Person for
which financial information is available immediately preceding such Asset
Acquisition, associated with such Asset Acquisition) occurred on the first day
of the Four Quarter Period; provided that the Consolidated EBITDA of any Person
acquired shall be included only to the extent includable pursuant to the
definition of "Consolidated Net Income." If such Person or any of its
Subsidiaries directly or indirectly guarantees Indebtedness of a third person,
the preceding sentence shall give effect to the Incurrence of such guaranteed
Indebtedness as if such Person or any Subsidiary of such Person had directly
Incurred or otherwise assumed such guaranteed Indebtedness.  Furthermore, in
calculating "Consolidated Fixed Charges" for purposes of determining the
denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage
Ratio," (1) interest on Indebtedness determined on a fluctuating basis as of
the Transaction Date (including Indebtedness actually Incurred on the
Transaction Date) and which will continue to be so determined thereafter shall
be deemed to have accrued at a fixed rate per annum equal to the rate of
interest on such Indebtedness in effect on the Transaction Date; and (2)
notwithstanding clause (1) above, interest on Indebtedness determined on a
fluctuating basis, to the extent such interest is covered by agreements
relating to Interest Swap Obligations, shall be deemed to accrue at the rate
per annum resulting after giving effect to the operation of such agreements.

         "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of (i) Consolidated Interest Expense and
(ii) the product of (x) the amount of all dividend payments on any series of
Preferred Stock of such Person (other than dividends paid in Qualified Capital
Stock) paid (to the extent not accrued in a prior period), accrued or scheduled
to be paid or accrued during such period times (y) a fraction, the numerator of
which is one and the denominator of which is one minus the then current
effective consolidated Federal, state and local tax rate of such Person,
expressed as a decimal.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the aggregate of the interest expense of such Person and its
Subsidiaries (excluding amortization of deferred financing fees) for such
period, on a consolidated basis, as determined in accordance with GAAP, and
including (a) all amortization of original issue discount (other than any
original issue discount on Indebtedness attributable to proceeds of the sale of
warrants issued in connection with the Incurrence of such Indebtedness); (b)
the interest component of Capitalized Lease Obligations paid (to the extent not
accrued in a prior period), accrued and/or scheduled to be paid or accrued by
such Person and its Subsidiaries during such period; (c) net cash costs under
all Interest Swap Obligations (including amortization of fees); (d) all
capitalized interest; and (e) the interest portion of any deferred payment
obligations for such period.

         "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
provided that there shall be excluded therefrom (a) after-tax gains and losses
from Asset Sales or abandonments or reserves relating thereto, (b) after-tax
items classified as extraordinary or nonrecurring gains, (c) the net income or





                                       6
<PAGE>   12
loss of any Person acquired in a "pooling of interests" transaction accrued
prior to the date it becomes a Subsidiary of the referent Person or is merged
or consolidated with the referent Person or any Subsidiary of the referent
Person, (d) the net income (but not loss) of any Subsidiary of the referent
Person to the extent that the declaration of dividends or similar distributions
by that Subsidiary of that income is restricted by a contract, operation of law
or otherwise, (e) the net income of any Person, other than a Subsidiary of the
referent Person, except to the extent of cash dividends or distributions paid
to the referent Person or to a wholly-owned Subsidiary of the referent Person
by such Person, (f) any restoration to income of any contingency reserve,
except to the extent that provision for such reserve was made out of
Consolidated Net Income accrued at any time following the Closing Date, (g)
income or loss attributable to discontinued operations (including, without
limitation, operations disposed of during such period whether or not such
operations were classified as discontinued), and (h) in the case of a successor
to the referent Person by consolidation or merger or as a transferee of the
referent Person's assets, any earnings of the successor corporation prior to
such consolidation, merger or transfer of assets.

         "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.

         "Consolidated Non-cash Charges" means, with respect to any Person for
any period, the aggregate depreciation, amortization and other non-cash
expenses of such Person and its Subsidiaries for such period, on a consolidated
basis, as determined in accordance with GAAP.

         "Continuing Director" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Closing Date; (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election or (iii) was elected or nominated for election
pursuant to Section 4.7(a) of this Indenture or Section 4.5(a) of the Purchase
Agreement.

         "Covenant Defeasance" has the meaning set forth in Section 8.1(c).

         "Credit Facilities" means, with respect to the Company, the credit
facilities provided for under the Credit Agreement dated as of April 30, 1998,
among the Company, Antares Leveraged Capital Corp., as agent, and the Persons
from time to time lenders thereunder, and one or more other debt facilities or
commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables financing or letters of
credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

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





                                       7
<PAGE>   13
         "Default" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

         "Depository" means, with respect to the Securities issued in the form
of one or more Global Securities, The Depository Trust Company or another
Person designated as Depository by the Company, which must be a clearing agency
registered under the Exchange Act.

         "Disqualified Capital Stock" means any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for
which it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the sole option of the holder thereof, in whole or in part, on
or prior to the final maturity date of the Securities; provided, however, that
any Capital Stock that would constitute Disqualified Capital Stock solely
because the holders thereof have the right to require the Company to repurchase
or redeem such Capital Stock upon the occurrence of a Change of Control or an
Asset Sale shall not constitute Disqualified Capital Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless (i)  all obligations of the
Company under this Indenture with respect to such Change of Control or Asset
Sale have been satisfied prior to such repurchase or redemption and (ii)  such
repurchase or redemption does not violate any covenant of this Indenture.

         "Events of Default" has the meaning set forth in Section 6.1.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.

         "Existing Indebtedness" means up to $85 million in aggregate principal
amount of Indebtedness of the Company and its Subsidiaries in existence on the
Closing Date, until such amounts are repaid.

         The term "fair market value" or "fair value" means, with respect to
any asset or property, the price which could be negotiated in an arm's-length,
free market transaction, for cash, between an informed and willing seller and
an informed and willing and able buyer, neither of whom is under undue pressure
or compulsion to complete the transaction.  Fair market value shall be
determined by the Board of Directors of the Company acting reasonably and in
good faith and shall be evidenced by a Board Resolution delivered to the
Trustee; provided, however, that if the aggregate non-cash consideration to be
received by the Company or any of its Subsidiaries from any Asset Sale or the
issuance of Qualified Capital Stock could be reasonably likely to exceed
$5,000,000 the fair market value shall be determined by an Independent
Financial Advisor.

         "Family Member" means, when used with reference to any natural Person,
such Person's spouse, siblings, parents, children, or other lineal descendants
(whether by adoption or consanguinity), and shall mean a trust, the primary
beneficiary of which is the Person's spouse,





                                       8
<PAGE>   14
siblings, parents, children, or other lineal descendants (whether by adoption
or consanguinity).

         "Financial Advisor" means an accounting, appraisal or investment
banking firm of nationally recognized standing that is, in the reasonable and
good faith judgment of the Board of Directors of the Company, qualified to
perform the task for which such firm has been engaged.

         "Four Quarter Period" has the meaning set forth in the definition of
"Consolidated Fixed Charge Coverage Ratio" above.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect as of the Closing Date.

         "Global Security" means a Security evidencing all or a part of the
Securities issued to the Depository in accordance with Section 2.1 and bearing
the legend prescribed in Exhibit B.

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

         "Ice Business" means (i) the manufacture and sale (including, without
limitation, direct sales, wholesale sales and retail sales) of ice; (ii) the
manufacture and sale of ice and water by means of ice manufacturing or water
purification equipment (including ice makers, bins, baggers, merchandisers,
delivery devices and related equipment) installed on the premises of the
Company's customer(s) whether or not such equipment is owned by the Company,
the customers, or a third party; (iii) contract on-premises ice or water
service (including leasing of ice or water related equipment) for a customer's
internal use; (iv) providing cold storage and freezer related services in
conjunction with the traditional ice business; (v) the sale of products
incidental or related to the foregoing; and (v) all logical extensions of the
foregoing.

         "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Indebtedness or other obligation on the balance sheet of such
Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have
meanings correlative to the foregoing); provided, however, that (A) any
Indebtedness assumed in connection with an acquisition of assets and any
Indebtedness of a Person existing at the time such Person becomes a Subsidiary
(whether by merger, consolidation, acquisition or otherwise) of the Company or
at the time such Person is merged or consolidated with the Company or any
Subsidiary of the Company shall be deemed to be Incurred at the time of the
acquisition of such assets or by such Subsidiary at the time it becomes, or is
merged or consolidated with, a Subsidiary of the Company or by the Company at
the time of such merger or consolidation, as





                                       9
<PAGE>   15
the case may be, and (B) any amendment, modification or waiver of any document
pursuant to which Indebtedness was previously Incurred shall not be deemed to
be an Incurrence of Indebtedness unless such amendment, modification or waiver
increases the principal or premium thereof or interest rate thereon (including
by way of original issue discount), and (C) a change in GAAP that results in an
obligation of a Person that exists at such time becoming Indebtedness shall not
be deemed an Incurrence of Indebtedness.  A guarantee by the Company or a
Subsidiary Guarantor of Indebtedness Incurred by the Company or a Subsidiary
Guarantor, as applicable, shall not be a separate Incurrence of Indebtedness.

         "Indebtedness" means with respect to any Person, without duplication,
(i) all Obligations of such Person for borrowed money, (ii) all Obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all Obligations under any title retention
agreement (but excluding trade accounts payable and accrued liabilities arising
in the ordinary course of business that are not overdue by 90 days or more or
are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted), (v) all Obligations for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar credit
transaction, (vi) all Indebtedness of others (including all dividends of other
Persons for the payment of which is) guaranteed, directly or indirectly, by
such Person or that is otherwise its legal liability or which such Person has
agreed to purchase or repurchase or in respect of which such Person has agreed
contingently to supply or advance funds but excluding endorsements of
negotiable instruments and documents in the ordinary course of business, (vii)
net liabilities of such Person under Interest Swap Obligations, (viii) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
any asset or property (including, without limitation, leasehold interests and
any other tangible or intangible property) of such Person, whether or not such
Indebtedness is assumed by such Person or is not otherwise such Person's legal
liability; provided that if the Obligations so secured have not been assumed by
such Person or are otherwise not such Person's legal liability, the amount of
such Indebtedness for the purposes of this definition shall be limited to the
lesser of the amount of such Indebtedness secured by such Lien or the fair
market value of the assets or property securing such Lien, and (ix) all
Disqualified Capital Stock issued by such Person with the amount of
Indebtedness represented by such Disqualified Capital Stock being equal to the
greater of its voluntary or involuntary liquidation preference and its maximum
fixed repurchase price, but excluding accrued dividends if any.  The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; provided that the
amount outstanding at any time of any non-interest bearing Indebtedness or
other Indebtedness issued with original issue discount is the full amount of
such Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with
GAAP, but such Indebtedness shall only be deemed to be Incurred as of the date
of original issuance thereof.





                                       10
<PAGE>   16
         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

         "Independent" when used with respect to any specified Person means
such a Person who (a) is in fact independent, (b) does not have any direct
financial interest or any material indirect financial interest in the Company
or any of its subsidiaries, or in any Affiliate of the Company or any of its
subsidiaries and (c) is not an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions for the
Company or any of its subsidiaries.  Whenever it is provided in this Indenture
that any Independent Person's opinion or certificate shall be furnished to the
Trustee, such Person shall be appointed by the Company and approved by the
Trustee in the exercise of reasonable care, and such opinion or certificate
shall state that the signer has read this definition and that the signer is
Independent within the meaning thereof.

         "Interest Payment Date" means the stated maturity of an installment of
interest on the Securities.

         "Interest Swap Obligations" means the obligations of any Person under
any interest rate protection agreement, interest rate future, interest rate
option, interest rate swap, interest rate cap or other interest rate hedge or
arrangement.

         "Investment" has the meaning set forth in Section 4.9. The amount of
any Investment shall not be adjusted for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment.  If the
Company or any Subsidiary of the Company sells or otherwise disposes of any
Common Stock of any direct or indirect Subsidiary of the Company such that,
after giving effect to any such sale or disposition, the Company no longer
owns, directly or indirectly, greater than 50% of the outstanding Common Stock
of such Subsidiary, the Company shall be deemed to have made an Investment on
the date of any such sale or disposition equal to the fair market value of the
Common Stock of such Subsidiary not sold or disposed of.

         "IPO Base Price" initially means $20.00; provided, however, that if at
any time or from time to time the Company shall (1) entitle the holders of its
Common Stock to receive a dividend payable in, or other distribution of, Common
Stock, (2) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock or (3) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, the IPO Base
Price shall be adjusted by multiplying such IPO Base Price in effect
immediately prior to such event by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event.

         "Lien" means, with respect to any Person, any mortgage, pledge, lien,
encumbrance, easement, restriction, covenant, right-of-way, charge or adverse
claim affecting title or resulting





                                       11
<PAGE>   17
in an encumbrance against real or personal property of such Person, or a
security interest of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option, right of
first refusal or other similar agreement to sell, in each case securing
obligations of such Person and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statute or statutes)
of any jurisdiction other than to reflect ownership by a third party of
property leased to the referent Person or any of its Subsidiaries under a lease
that is not in the nature of a conditional sale or title retention agreement).

         "Maturity Date" means May 1, 2005.

         "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents (including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents) received by the Company or any of its Subsidiaries from such Asset
Sale net of (a) reasonable out-of-pocket expenses and fees relating to such
Asset Sale (including, without limitation, brokerage, legal, accounting and
investment banking fees and sales commissions), (b) taxes paid or payable ((1)
including, without limitation, income taxes reasonably estimated to be actually
payable as a result of any disposition of property within two years of the date
of disposition and (2) after taking into account any reduction in tax liability
due to available tax credits or deductions and any tax sharing arrangements)
and (c) appropriate amounts to be provided by the Company or any Subsidiary, as
the case may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or any Subsidiary,
as the case may be, after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale.

         "Net Equity Proceeds" means (a) in the case of any issuance or sale by
the Company of Qualified Capital Stock of the Company, the aggregate net cash
proceeds and the fair market value of any property or securities received by
the Company, after payment of expenses, commissions and  the like (including,
without limitation, brokerage, legal, accounting and investment banking fees
and commissions) incurred in connection therewith, and (b) in the case of any
exchange, exercise, conversion or surrender of any outstanding Indebtedness of
the Company or any Subsidiary issued after the Closing Date for or into shares
of Qualified Capital Stock of the Company, the amount of such Indebtedness (or,
if such Indebtedness was issued at an amount less than the stated principal
amount thereof, the accrued amount thereof as determined in accordance with
GAAP) as reflected in the consolidated financial statements of the Company
prepared in accordance with GAAP as of the most recent date next preceding the
date of such exchange, exercise, conversion or surrender (plus any additional
amount required to be paid by the holder of such Indebtedness to the Company or
to any wholly-owned Subsidiary of the Company upon such exchange, exercise,
conversion or surrender and less any and all payments made to the holders of
such Indebtedness, and all other expenses incurred by the Company in connection
therewith), in each case (a) and (b) to the extent consummated after





                                       12
<PAGE>   18
December 31, 1997.

         "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

         "Offered Price" has the meaning set forth in Section 4.21.

         "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the
Chief Financial Officer, the Chief Accounting Officer, the Treasurer or
Assistant Treasurer, the Controller, the Secretary or Assistant Secretary of
such Person.

         "Officers' Certificate" means a certificate signed by two Officers of
the Company.

         "Opinion of Counsel" means a written opinion from legal counsel which
and who are reasonably acceptable to the Trustee.

         "Original Securities" has the meaning set forth in Section 2.2.

         "Pari Passu Indebtedness" means any Indebtedness of the Company that
is pari passu in right of payment to the Securities.

         "Pari Passu Offer" has the meaning set forth in Section 4.21.

         "Paying Agent" shall have the meaning set forth in Section 2.3.

         "Payment Amount" has the meaning set forth in Section 4.21.

         The term "payment default" has the meaning set forth in Section 6.1.

         "Payment Restriction" has the meaning set forth in Section 4.18.

         "Permitted Holders" means the following Persons: Ares Leveraged
Investment Fund, L.P., Culligan Water Technologies, Inc., Erica Jesselson, SV
Capital Partners, L.P., Norwest Equity Partners V, a Minnesota Limited
Partnership, The Food Fund II Limited Partnership, A.J. Lewis III, Steven P.
Rosenberg, and James F. Stuart, and any of their respective Affiliates and
Family Members, each of the foregoing individually being a "Permitted Holder."

         "Person" means an individual, partnership, corporation, unincorporated
organization, trust or joint venture, or a governmental agency or political
subdivision thereof.

         "Physical Securities" has the meaning set forth in Section 2.1.





                                       13
<PAGE>   19
         "Preferred Stock" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

         "principal" of any Indebtedness (including the Securities) means the
principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

         "Private Placement Legend" means the legend initially set forth on the
Series A Securities in the form set forth on Exhibit A-1.

         "Public Equity Offering" means a bona fide firm commitment
underwritten public offering of shares of the Company's Common Stock made
through a nationally recognized underwriting firm pursuant to an effective
registration statement under the Securities Act, which results in gross
proceeds to the Company of not less than $20,000,000.

         "Purchase Agreement" means the purchase agreement dated as of April
30, 1998 by and among the Company, the Subsidiary Guarantors named therein and
the Investors named therein for 400,000 shares of the 13% Preferred Stock.

         "Purchase Date" means the Change of Control Payment Date or purchase
date with respect to an Asset Proceeds Offer, as applicable.

         "Purchase Offer" means either a Change of Control Offer or an Asset
Proceeds Offer, as applicable.

         "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

         "Record Date" means the Record Dates specified in the Securities.

         "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of
this Indenture and Paragraph 5 in the forms of Security annexed hereto as
Exhibit A-1 and A-2.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the price fixed for such redemption pursuant to the terms of
this Indenture and Paragraph 5 in the forms of Security annexed hereto as
Exhibit A-1 and A-2.

         "Refinance" means, in respect of any security or Indebtedness, to
refinance, renew, refund, repay, prepay, redeem, defease or retire, or to issue
a security or Indebtedness in exchange or replacement for, such security or
Indebtedness in whole or in part.  "Refinanced" and "Refinancing" shall have
correlative meanings.





                                       14
<PAGE>   20
         "Registered Exchange Offer" means an offer to exchange i) the 13%
Preferred Stock, Series B for all of the outstanding 13% Preferred Stock,
Series A or ii) the Series B Securities for all of the outstanding Series A
Securities, as the case may be, in accordance with the Registration Rights
Agreement.

         "Registrar" has the meaning set forth in Section 2.3.

         "Registration Rights Agreement" means the Exchange Offer Registration
Rights Agreement by and the Company and the Investors named therein, relating
to the 13% Preferred Stock and the Securities and dated as of April 30, 1998,
as the same may be amended, supplemented or modified from time to time in
accordance with the terms thereof.

         "Resale Restriction Termination Date" has the meaning provided in
Section 2.15.

         "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Group (or any successor group) of the
Trustee, including without limitation any Vice President, any Assistant Vice
President, any Assistant Secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers, who shall, in any case, be responsible for the
administration of this document or have familiarity with it, and also means,
with respect to particular corporate trust matters, any other officer to whom
such matter is referred because of his or her knowledge of and familiarity with
the particular subject.

         "Restricted Security" has the meaning set forth in Rule 144(a)(3)
under the Securities Act; provided that the Trustee shall be entitled to
request and conclusively rely upon an Opinion of Counsel with respect to
whether any Security is a Restricted Security.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "Rule 144A" means Rule 144A under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the Series A Securities and Series B Securities as
amended or supplemented from time to time in accordance with the terms hereof
that are issued pursuant to this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         "Senior Debt" means (i) the Senior Notes, (ii) the credit facilities
provided for under the Credit Agreement dated as of April 30, 1998, among the
Company, Antares Leveraged Capital





                                       15
<PAGE>   21
Corp., as agent, and the persons from time to time lenders thereunder, and
(iii) all other Indebtedness of the Company, other than Pari Passu Indebtedness
or future Indebtedness, if any, that by its express terms is subordinated to
the Securities.

         "Senior Notes" means the Company's 9 3/4% Senior Notes due 2005, in the
aggregate principal amount of $270,000,000.

         "Senior Notes Indenture" means the Company's Indenture, dated January
22,1998, relating to the Senior Notes, as amended and restated as of April 30,
1998.

         "Series A Securities" means the 13% Series A Senior Subordinated Notes
due May 1 2005, which may be issued pursuant to this Indenture in exchange for
the 13% Preferred Stock Series A being issued pursuant to the Purchase
Agreement.

         "Series B Securities" means the 13% Series B Senior Subordinated Notes
due May 1, 2005 (the terms of which are identical to the Series A Securities
except that the Series B Securities shall be registered under the Securities
Act, and shall not contain the restrictive legend on the face of the form of
the Series A Securities), to be issued pursuant to this Indenture in exchange
for either i) the Series A Securities pursuant to a Registered Exchange Offer
or ii) the 13% Preferred Stock Series B pursuant to the certificate of
resolution authorizing the issuance of such stock.

         "Significant Subsidiary" shall have the meaning set forth in Rule
1.02(v) of Regulation S-X under the Securities Act.

         "Specified Affiliate Transactions" means certain transactions among
the Company and Subsidiaries and certain Affiliates as set forth in Schedule I
to the Senior Notes Indenture.

         "Subordinated Indebtedness" means any Indebtedness of the Company or a
Subsidiary Guarantor that is expressly subordinated in right of payment to the
Securities or the Subsidiary Guarantees, as the case may be.

         "Subsidiary," with respect to any Person, means (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly, by such Person or (ii) any
other Person of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by such Person.
Notwithstanding the foregoing, an Unrestricted Subsidiary shall be deemed not
to be a Subsidiary of the Company for purposes of this Indenture.

         "Subsidiary Guarantee" means any guarantee of the Securities by a
Subsidiary Guarantor in accordance with the provisions described under Article
Ten.





                                       16
<PAGE>   22
         "Subsidiary Guarantor" means (i) each of Packaged Ice Leasing, Inc.,
Southco Ice, Inc., Mission Party Ice, Inc., Southwest Texas Packaged Ice, Inc.,
Southwestern Ice, Inc., Golden Eagle Ice-Texas, Inc., Packaged Ice Southeast,
Inc., Southern Bottled Water Company, Inc., and Reddy Ice Corporation and (ii)
each of the Company's Subsidiaries that in the future executes a supplemental
indenture in which such Subsidiary agrees to be bound by the terms of this
Indenture as a Subsidiary Guarantor; provided that any Person constituting a
Subsidiary Guarantor as described above shall cease to constitute a Guarantor
when its respective Subsidiary Guarantee is released in accordance with the
terms of this Indenture.

         "13% Preferred Stock" means the Company's 13% Exchangeable Preferred
Stock, Series A or Series B which may be exchanged for Series A Securities or
Series B Securities issued under this Indenture.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa-77bbbb), as amended, as in effect on the date of the execution of this
Indenture until such time as this Indenture is qualified under the TIA, and
thereafter as in effect on the date on which this Indenture is qualified under
the TIA, except as otherwise provided in Section 9.3.

         "Trust Officer" means any officer within the corporate trust
administration department (or any successor group of the Trustee), including
any vice president, assistant vice president, assistant secretary or any other
officer or assistant officer of the Trustee customarily performing functions
similar to those performed by the persons who at that time shall be such
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.

         "Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

         "U.S. Government Obligations" has the meaning provided in Section 8.1.

         "U.S. Legal Tender" means such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts.

         "Unrestricted Subsidiary" means (1) any Subsidiary of the Company
which at the time of determination shall be an Unrestricted Subsidiary (as
designated by the Board of Directors as provided below) and (2) any Subsidiary
or Subsidiaries of an Unrestricted Subsidiary.  The Board of Directors may
designate any Subsidiary of the Company (including any newly acquired or newly
formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any lien on any property
of, any other Subsidiary of the Company which is not a Subsidiary of the
Subsidiary of the Company to be so designated or otherwise an Unrestricted
Subsidiary, provided that (x) such designation complies with Section 4.9
hereof, and (y) each Subsidiary so designated and each of its Subsidiaries has
not at the time of designation, and does not thereafter, create, incur, issue,
assume, guarantee or





                                       17
<PAGE>   23
otherwise become directly or indirectly liable with respect to any Indebtedness
pursuant to which the lender has recourse to any of the assets of the Company
or any of its Subsidiaries.  Any such designation by the Board of Directors
shall be evidenced to the Trustee by filing with the Trustee a Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions.

         "Voting Stock" means, with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members of the
Board of Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the total
of the product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

         "Wholly-owned Subsidiary" of any Person means any Subsidiary of such
Person of which all the outstanding voting securities which normally have the
right to vote in the election of directors, other than director's qualifying
shares, are owned by such Person or any wholly-owned Subsidiary of such Person.

SECTION 1.2.     Incorporation by Reference of TIA.

         Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

         "Commission" means the SEC;

         "indenture securities" means the Securities;

         "indenture security holder" means a Holder or a Security holder;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the indenture securities means the Company, any
Subsidiary Guarantor or any other obligor on the Securities.





                                       18
<PAGE>   24
         All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them therein.

SECTION 1.3.     Rules of Construction.

         Unless the context otherwise requires:

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

                 (2)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with GAAP;

                 (3)      "or" is not exclusive;

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

                 (5)      provisions apply to successive events and
         transactions; and

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

                                  ARTICLE (2)

                                 THE SECURITIES

SECTION 2.1.     Form and Dating.

         The Series A Securities and Series B Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibits
A-1 and A-2, respectively.  The Securities may have notations, legends or
endorsements (including notations relating to the Guarantee) required by law,
stock exchange rule or usage.  The Company and the Trustee shall approve the
form of the Securities and any notation, legend or endorsement (including
notations relating to the Subsidiary Guarantee) on them.  Each Security shall
be dated the date of its authentication.

         The terms and provisions contained in the Securities and the
Subsidiary Guarantee shall constitute, and are hereby expressly made, a part of
this Indenture.  The Series A Securities and the Series B Securities shall be
considered collectively to be a single class for all purposes of this
Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase.





                                       19
<PAGE>   25
         Series A Securities  shall be issued in the form of certificated
Securities in registered form in substantially the form set forth in Exhibit
A-1 (the "Physical Securities").  Series B Securities issued initially in the
form of one or more permanent Global Securities in registered form,
substantially in the form set forth in Exhibit A-2 ("Global Securities"),
deposited with the Trustee, as custodian for the Depositary, and shall bear the
legend set forth on Exhibit B.  The aggregate principal amount of any Global
Security may from time to time be increased or decreased by adjustments made on
the records of the Trustee, as custodian for the Depository, as hereinafter
provided.

         Series A Securities offered and sold in reliance on any other
exemption from registration under the Securities Act other than as described in
the preceding paragraph shall be issued in the form of Physical Securities.

SECTION 2.2.     Execution and Authentication.

         Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Securities for the Company by manual or facsimile
signature.  The Company's seal shall also be affixed to or imprinted or
reproduced on the Securities.

         If an Officer whose signature is on a Security was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless.  Each
Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set
forth in Section 10.7.

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

         The Trustee shall authenticate (i) Series A Securities or Series B
Securities, as the case may be, for original issue in the aggregate principal
amount of $40,000,000 (the "Original Securities"), (ii) Series A Securities or
Series B Securities, as the case may be, for original issue pursuant to Section
4.1 in such additional principal amounts as may be set forth in an Officers'
Certificate described as follows and (iii) if applicable, Series B Securities
from time to time for issue only in exchange for a like principal amount of
Series A Securities, in each case upon receipt of a written order of the
Company in the form of an Officers' Certificate.  The Officers' Certificate
shall specify the amount of Securities to be authenticated, the series and type
of Securities, the date on  which the Securities are to be authenticated and
the date from which interest on such Securities shall accrue.  The aggregate
principal amount of Securities outstanding at any time may not exceed
$40,000,000 plus any additional principal amount issued pursuant to item (ii)
of the first sentence of this paragraph, except as provided in Section 2.7.
Upon receipt of a written order of the Company in the form of an Officers'
Certificate, the Trustee shall authenticate Securities in substitution of
Securities originally issued to reflect any name change of the Company.





                                       20
<PAGE>   26
         The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate Securities.  Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so.  Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent.  An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.

         The Securities shall be issuable only in registered form without
coupons in denominations of $100 and any integral multiple thereof.

SECTION 2.3.     Registrar and Paying Agent.

         The Company shall maintain an office or agency in The City of New
York, where (a) Securities may be presented or surrendered for registration of
transfer or for exchange ("Registrar"), (b) Securities may be presented or
surrendered for payment ("Paying Agent") and (c) notices and demands in respect
of the Securities and this Indenture may be served.  The Registrar shall keep a
register of the Securities and of their transfer and exchange.  The Company,
upon notice to the Trustee, may have one or more co-Registrars and one or more
additional Paying Agents reasonably acceptable to the Trustee.  The term
"Paying Agent" includes any additional Paying Agent.  The Company initially
appoints the Trustee as Registrar and Paying Agent until such time as the
Trustee has resigned or a successor has been appointed.  Except as set forth in
Section 2.13, neither the Company nor any Affiliate of the Company may act as
Paying Agent.

SECTION 2.4.     Paying Agent to Hold Assets in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all assets held by such Paying Agent for the payment of
principal of, or interest on, the Securities, and shall notify the Trustee of
any Default by the Company in making any such payment.  The Company at any time
may require a Paying Agent to distribute all assets held by it to the Trustee
and account for any assets disbursed and the Trustee may at any time during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee
and to account for any assets distributed.  Upon distribution to the Trustee of
all assets that shall have been delivered by the Company to the Paying Agent,
the Paying Agent shall have no further liability for such assets.  If the
Company or any of its Affiliates acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent.  During the continuance of any Event of Default, the
Trustee shall serve as the sole Paying Agent of the Securities.

SECTION 2.5.     Securityholder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most





                                       21
<PAGE>   27
recent list available to it of the names and addresses of Holders.  If the
Trustee is not the Registrar, the Company shall furnish to the Trustee on or
before each Record Date and at such other times as the Trustee may request in
writing a list as of such date and in such form as the Trustee may reasonably
require of the names and addresses of Holders, which list may be conclusively
relied upon by the Trustee.

SECTION 2.6.     Transfer and Exchange.

         Subject to the provisions of Sections 2.14 and 2.15, when Securities
are presented to the Registrar or a co-Registrar with a request to register the
transfer of such Securities or to exchange such Securities for an equal
principal amount of Securities of the same series and other authorized
denominations, the Registrar or co-Registrar shall register the transfer or
make the exchange as requested if its requirements for such transaction are
met, provided, however, that the Securities surrendered for transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or co-Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing.
To permit registrations of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Securities at the Registrar's or
co-Registrar's written request.  No service charge shall be made for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or other
governmental charge payable upon exchanges or transfers pursuant to Section
2.10, 3.6, 4.16, or 9.5).  The Registrar or co-Registrar shall not be required
to register the transfer of or exchange of any Security (i) during a period
beginning at the opening of business 15 days before the mailing of a notice of
redemption of Securities and ending at the close of business on the day of such
mailing, (ii) selected for redemption in whole or in part pursuant to Article
Three, except the unredeemed portion of any Security being redeemed in part
(iii) during a period beginning 15 days before the mailing of a notice of an
offer to repurchase pursuant to Section 4.16 or 4.17 or (iv) between a Record
Date and the next succeeding Interest Payment Date.

         Any Holder of the Global Security shall, by acceptance of such Global
Security, agree that, subject to Section 2.15(d), transfers of beneficial
interests in such Global Security may be effected only through a book-entry
system maintained by the Depository (or its agent), and that ownership of a
beneficial interest in the Global Security shall be required to be reflected in
a book entry.

SECTION 2.7.     Replacement Securities.

         If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security claims that the Security has been lost, destroyed or wrongfully
taken, the Company shall issue and the Trustee, upon the Company's written
request, shall authenticate a replacement Security of the same series if the
Trustee's requirements are met.  If required by the Trustee or the Company,
such Holder must provide an indemnity bond or other indemnity, sufficient in
the judgment of





                                       22
<PAGE>   28
both the Company and the Trustee, to protect the Company, the Trustee and any
Agent from any loss which any of them may suffer if a Security is replaced.
The Company and the Trustee may charge such Holder for its  reasonable,
out-of-pocket expenses in replacing a Security, including reasonable fees and
expenses of counsel.

         Every replacement Security is an additional obligation of the Company.

SECTION 2.8.     Outstanding Securities.

         Securities outstanding at any time are all the Securities that have
been authenticated by the Trustee except those canceled by it, those delivered
to it for cancellation and those described in this Section as not outstanding.
Subject to Section 2.9, a Security does not cease to be outstanding because the
Company or any of its Affiliates holds the Security.

         If a Security is replaced pursuant to Section 2.7 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.  A mutilated Security ceases to be
outstanding upon surrender of such Security and replacement thereof pursuant to
Section 2.7.

         If on a Redemption Date or the Maturity Date the Paying Agent holds
U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the
principal and interest due on the Securities payable on that date, then on and
after that date such Securities cease to be outstanding and interest on them
ceases to accrue.

SECTION 2.9.     Treasury Securities.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or any of its Affiliates shall be disregarded, except that, for
the purposes of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities that the Trustee
actually knows are so owned shall be disregarded.   Securities so owned which
have been pledged in good faith shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to the Securities and that the pledgee is not the Company, a
Subsidiary Guarantor or any other obligor upon the Securities or any Affiliate
of any of them.

         The Trustee may require an Officers' Certificate listing Securities
owned by the Company, a Subsidiary of the Company or an Affiliate of the
Company.

SECTION 2.10.    Temporary Securities.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall, upon the Company's written request, authenticate
temporary Securities upon





                                       23
<PAGE>   29
receipt of a written order of the Company in the form of an Officers'
Certificate.   The Officers' Certificate shall specify the amount of temporary
Securities to be authenticated and the date on which the temporary Securities
are to be authenticated.   Temporary Securities shall be substantially in the
form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities.   Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate upon receipt of a
written order of the Company pursuant to Section 2.2 definitive Securities in
exchange for temporary Securities.

SECTION 2.11.    Cancellation.

         The Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment.  The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel and, at the written direction of the Company,
shall dispose of all Securities surrendered for transfer, exchange, payment or
cancellation.  Subject to Section 2.7, the Company may not issue new Securities
to replace Securities that it has paid or delivered to the Trustee for
cancellation.  If the Company or any Subsidiary Guarantor 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 surrendered to the Trustee for cancellation pursuant to this
Section 2.11.

SECTION 2.12.    CUSIP Number.

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

SECTION 2.13.    Deposit of Moneys.

         Prior to 11:00 a.m. New York City time on each Interest Payment Date
and Maturity Date, the Company shall have deposited with the Paying Agent U.S.
Legal Tender sufficient to make cash payments due on such Interest Payment Date
or Maturity Date, as the case may be, and so as to permit the Paying Agent to
remit payment in immediately available funds to the Holders on such Interest
Payment Date or Maturity Date, as the case may be.  Alternatively, the Company
may make payments on the Securities by wire transfer, in same day funds, or, in
the case of Physical Securities, by check delivered to the Holders thereof at
their registered addresses.  To the extent the Company makes such payments
directly to the Holders, the Company shall simultaneously notify the Trustee
thereof in writing.





                                       24
<PAGE>   30
SECTION 2.14.    Book-Entry Provisions for Global Securities.

         (a)     Global Securities initially shall (i) be registered in the
name of the Depository or the nominee of such Depository, (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear legends as set
forth in Exhibit B.

         Members of, or participants in, the Depository ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depository, or the Trustee as its custodian, or under the
Global Security, and the Depository may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of the Global
Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or
the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Security.

         (b)     Global Securities may be transferred as a whole, and interests
of beneficial owners in Global Securities may be transferred or exchanged for
Physical Securities, only in accordance with the rules and procedures of the
Depository and the provisions of Section 2.15.  In addition, Physical
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in Global Securities if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for any Global
Security and a successor depositary is not appointed by the Company within 90
days of such notice or (ii) an Event of Default has occurred and is continuing
and the Registrar has received a request from the Depository to issue Physical
Securities.

         (c)     In connection with the transfer of Global Securities as an
entirety to beneficial owners pursuant to paragraph (b), the Global Securities
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Securities, an equal aggregate principal amount of
Physical Securities of authorized denominations.

         (d)     Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to
paragraph (b) or (c) of this Section shall, except as otherwise provided by
Section 2.15, bear the legend regarding transfer restrictions applicable to the
Physical Securities set forth in Exhibit A-1.

         (e)     The Holder of any Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

SECTION 2.15.    Registration of Transfers and Exchanges.

         (a)     Transfer and Exchange of Physical Securities.  When Physical
Securities are presented to the Registrar with a request:





                                       25
<PAGE>   31
                 (i)      to register the transfer of the Physical Securities;
                          or

                 (ii)     to exchange such Physical Securities for an equal
                          number of Physical Securities of other authorized
                          denominations,

the Registrar shall register the transfer or make the exchange as requested if
the requirements under this Section 2.15 for such transactions are met;
provided, however, that the Physical Securities presented or surrendered for
registration of transfer or exchange:

                 (I)      shall be duly endorsed or accompanied by a written
                          instrument of transfer in form satisfactory to the
                          Company and the Registrar or co-Registrar, duly
                          executed by the Holder thereof or his attorney duly
                          authorized in writing; and

                 (II)     in the case of Physical Securities the offer and sale
                          of which have not been registered under the
                          Securities Act and are presented for transfer or
                          exchange prior to (x) the date which is two years
                          after the later of the date of original issue and the
                          last date on which the Company or any affiliate of
                          the Company was the owner of such Security, or any
                          predecessor thereto and (y) such later date, if any,
                          as may be required by any subsequent change in
                          applicable law (the "Resale Restriction Termination
                          Date"), such Physical Securities shall be
                          accompanied, in the sole discretion of the Company,
                          by the following additional information and
                          documents, as applicable:

                          (A)     if such Physical Security is being delivered
                                  to the Registrar by a Holder for registration
                                  in the name of such Holder, without transfer,
                                  a certification from such Holder to that
                                  effect (in substantially the form of Exhibit
                                  C hereto); or

                          (B)     if such Physical Security is being
                                  transferred to a qualified institutional
                                  buyer (as defined in Rule 144A under the
                                  Securities Act) in accordance with Rule 144A
                                  under the Securities Act or pursuant to an
                                  exemption from registration in accordance
                                  with Rule 144 under the Securities Act, a
                                  certification to that effect (in
                                  substantially the form of Exhibit C hereto);
                                  or

                          (C)     if such Physical Security is being
                                  transferred to an institutional "accredited
                                  investor" within the meaning of subparagraph
                                  (a)(1), (a)(2), (a)(3) or (a)(7) of Rule 501
                                  under the Securities Act, delivery of a
                                  Certificate of Transfer in the form of
                                  Exhibit D hereto





                                       26
<PAGE>   32
                                  and an opinion of counsel and/or other
                                  information satisfactory to the Company to
                                  the effect that such transfer is in
                                  compliance with the Securities Act; or

                          (D)     if such Physical Security is being
                                  transferred in reliance on another exemption
                                  from the registration requirements of the
                                  Securities Act, a certification to that
                                  effect (in substantially the form of Exhibit
                                  C hereto) and an opinion of counsel
                                  reasonably acceptable to the Company to the
                                  effect that such transfer is in compliance
                                  with the Securities Act.

         (b)     Restrictions on Transfer of a Physical Security for a
Beneficial Interest in a Global Security.  A Physical Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below.  Upon receipt by the
Registrar of a Physical Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Registrar, together with:

                          (A)     certification, substantially in the form of
                                  Exhibit C hereto, that such Security is being
                                  transferred to a qualified institutional
                                  buyer (as defined in Rule 144A under the
                                  Securities Act) in accordance with Rule 144A
                                  under the Securities Act; and

                          (B)     written instructions directing the Registrar
                                  to make, or to direct the Depositary to make,
                                  an endorsement on the Global Security to
                                  reflect an increase in the aggregate amount
                                  of the Securities represented by the Global
                                  Security,

then the Registrar shall cancel such Physical Security and cause, or direct the
Depositary to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Registrar, the number of
Securities represented by the Global Security to be increased accordingly.  If
no Global Security is then outstanding, the Company shall issue and the
Registrar shall authenticate a new Global Security in the appropriate amount.

         (c)     Transfer and Exchange of Global Securities.  The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depositary
therefor.

         (d)     Transfer of a Beneficial Interest in a Global Security for a
Physical Security.

                 (i)      Any Person having a beneficial interest in a Global
                          Security may upon request exchange such beneficial
                          interest for a Physical Security.  Upon receipt by
                          the Registrar of written instructions or such other
                          form of





                                       27
<PAGE>   33
                          instructions as is customary for the Depositary from
                          the Depositary or its nominee on behalf of any Person
                          having a beneficial interest in a Global Security and
                          upon receipt by the Registrar of a written order or
                          such other form of instructions as is customary for
                          the Depositary or the Person designated by the
                          Depositary as having such a beneficial interest
                          containing registration instructions and, in the case
                          of any such transfer or exchange prior to the Resale
                          Restriction Termination Date, the following
                          additional information and documents:

                          (A)     if such beneficial interest is being
                                  transferred to the Person designated by the
                                  Depositary as being the beneficial owner, a
                                  certification from such Person to that effect
                                  (in substantially the form of Exhibit C
                                  hereto); or

                          (B)     if such beneficial interest is being
                                  transferred to a qualified institutional
                                  buyer (as defined in Rule 144A under the
                                  Securities Act) in accordance with Rule 144A
                                  under the Securities Act or pursuant to an
                                  exemption from registration in accordance
                                  with Rule 144 under the Securities Act, a
                                  certification to that effect from the
                                  transferee or transferor (in substantially
                                  the form of Exhibit C hereto); or

                          (C)     if such beneficial interest is being
                                  transferred to an institutional "accredited
                                  investor" within the meaning of subparagraph
                                  (a)(l), (a)(2), (a)(3) or (a)(7) of Rule 501
                                  under the Securities Act, delivery of a
                                  Certificate of Transfer in the form of
                                  Exhibit D hereto and an opinion of counsel
                                  and/or other information satisfactory to the
                                  Company to the effect that such transfer is
                                  in compliance with the Securities Act; or

                          (D)     if such beneficial interest is being
                                  transferred in reliance on another exemption
                                  from the registration requirements of the
                                  Securities Act, a certification to that
                                  effect (in substantially the form of Exhibit
                                  C hereto) and an opinion of counsel
                                  reasonably acceptable to the Company to the
                                  effect that such transfer is in compliance
                                  with the Securities Act,

                          then the Registrar will cause, in accordance with the
                          standing instructions and procedures existing between
                          the Depositary and the Registrar, the aggregate
                          amount of the Global Security to be reduced and,
                          following such reduction, the Company will execute
                          and, upon receipt of an authentication order in the
                          form of an Officers' Certificate, the Registrar will
                          authenticate and deliver to the transferee a Physical
                          Security.





                                       28
<PAGE>   34
                 (ii)     Physical Securities issued in exchange for a
                          beneficial interest in a Global  Security pursuant to
                          this Section 2.15(d) shall be registered in such
                          names and in such authorized denominations as the
                          Depositary, pursuant to instructions from its direct
                          or indirect participants or otherwise, shall instruct
                          the Registrar in writing.  The Registrar shall
                          deliver such Physical Securities to the Persons in
                          whose names such Physical Securities are so
                          registered.

         (e)     Restrictions on Transfer and Exchange of Global Securities.
Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in subsection (f) of this Section 2.15), a Global Security
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

         (f)     Private Placement Legend.  Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend.  Upon the transfer, exchange or replacement of Securities bearing the
Private Placement Legend, the Registrar shall deliver only Securities that bear
the Private Placement Legend unless, and the Trustee is hereby authorized to
deliver Securities without the Private Placement Legend only if, (i) the
circumstances contemplated by paragraph (a)(ii)(II) of this Section 2.15 exist,
(ii) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act or (iii) such
Security has been sold pursuant to an effective registration statement under
the Securities Act.

         (g)     General.  By its acceptance of any Security bearing the
Private Placement Legend, each Holder of, and each beneficial interest in, such
a Security acknowledges the restrictions on transfer of such Security set forth
in this Indenture and in the Private Placement Legend and agrees that it will
transfer such Security only as provided in this Indenture.

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.14 or this Section 2.15.
The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon
the giving of reasonable written notice to the Registrar.

SECTION 2.16.    Designation.

         The Indebtedness evidenced by the Securities is hereby irrevocably
designated as "senior indebtedness" or such other term denoting seniority for
the purposes of any future Indebtedness of the Company which the Company makes
subordinate to any senior indebtedness or such other term denoting seniority.





                                       29
<PAGE>   35
SECTION 2.17.    Defaulted Interest.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Securities and in Section 4.1 hereof.  The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Security and the date of the proposed payment.  The Trustee may fix or
cause to be fixed each such special record date and payment date, provided that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest.  At least 15 days before the payment
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

                                  ARTICLE (3)

                                   REDEMPTION

SECTION 3.1.     Notices to Trustee.

         If the Company elects to redeem Securities pursuant to Section 3.7
hereof, it shall notify the Trustee in writing of the Redemption Date and the
principal amount of Securities to be redeemed.  The Company shall give notice
of redemption to the Paying Agent and Trustee at least 30 days but not more
than 60 days before the Redemption Date (unless a shorter notice shall be
agreed to by the Trustee in writing), together with an Officers' Certificate
stating that such redemption will comply with the conditions contained herein.

SECTION 3.2.     Selection of Securities to Be Redeemed.

         If less than all of the Securities are to be redeemed at any time,
selection of such Securities for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which such Securities are listed or, if such Securities are not then
listed on a national securities exchange, on a pro rata basis, by lot or by
such method as the Trustee shall deem fair and appropriate.

         The Trustee shall make the selection from the Securities outstanding
and not previously called for redemption and shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed.  Securities in denominations of $100 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $100 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $100.  Provisions of





                                       30
<PAGE>   36
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

SECTION 3.3.     Notice of Redemption.

         At least 30 days but not more than 60 days before a Redemption Date,
the Trustee, at the Company's request made at least 45 days before the
Redemption Date (unless a shorter notice shall be agreed to by the Trustee in
writing) shall mail a notice of redemption by first class mail, postage
prepaid, to each Holder whose Securities are to be redeemed at the addresses of
such Holders as they appear in the register maintained by the Register pursuant
to Section 2.3.  The Trustee shall give the notice of redemption in the
Company's name and at the Company's expense.  Each notice for redemption shall
identify the Securities to be redeemed and shall state:

                 (1)      the Redemption Date;

                 (2)      the Redemption Price and the amount of accrued
         interest, if any, to be paid;

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

                 (4)      that Securities called for redemption must be
         surrendered to the Paying Agent to collect the Redemption Price plus
         accrued interest, if any;

                 (5)      that, unless the Company defaults in making the
         redemption payment, interest on Securities called for redemption
         ceases to accrue on and after the Redemption Date, and the only
         remaining right of the Holders of such Securities is to receive
         payment of the Redemption Price upon surrender to the Paying Agent of
         the Securities redeemed;

                 (6)      if any Security is being redeemed in part, the
         portion of the principal amount of such Security to be redeemed and
         that, after the Redemption Date, and upon surrender of such Security,
         a new Security or Securities in aggregate principal amount equal to
         the unredeemed portion thereof will be issued;

                 (7)      if fewer than all the Securities are to be redeemed,
         the identification of the particular Securities (or portion thereof)
         to be redeemed, as well as the aggregate principal amount of
         Securities to be redeemed and the aggregate principal amount of
         Securities to be outstanding after such partial redemption; and

                 (8)      the subparagraph of the Securities pursuant to which
         the Securities are to be redeemed.

SECTION 3.4.     Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.3,
Securities called for





                                       31
<PAGE>   37
redemption become due and payable on the Redemption Date and at the Redemption
Price plus accrued interest, if any.  Upon surrender to the Trustee or Paying
Agent, such Securities called for redemption shall be paid at the Redemption
Price (which shall include accrued interest thereon to the Redemption Date),
but installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business
on the relevant Record Dates.  Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of notice to any other
Holder.

SECTION 3.5.     Deposit of Redemption Price.

         On or before 11:00 a.m. New York Time on the Redemption Date, the
Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the Redemption Price plus accrued interest, if any, of all Securities to be
redeemed on that date.  The Paying Agent shall promptly return to the Company
any U.S. Legal Tender so deposited which is not required for that purpose upon
the written request of the Company, except with respect to monies owed as
obligations to the Trustee pursuant to Article Seven.

         If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, interest on the Securities to be redeemed will cease to accrue on and
after the applicable Redemption Date, whether or not such Securities are
presented for payment.

SECTION 3.6.     Securities Redeemed in Part.

         Upon surrender of a Security that is to be redeemed in part, the
Company shall execute and the Trustee, upon the Company's written request,
shall authenticate for the Holder a new Security or Securities equal in
principal amount to the unredeemed portion of the Security surrendered.

SECTION 3.7.     Optional Redemption.

         (a)     The Securities shall be redeemable, at the Company's option,
in whole at any time or in part from time to time after April 30, 2002 at the
following Redemption Prices (expressed as percentages of the principal amount)
if redeemed during the twelve-month period commencing on May 1 of the year set
forth below, plus, in each case, accrued and unpaid interest thereon to the
Redemption Date.

<TABLE>
<CAPTION>
                 YEAR                                               PERCENTAGE
                 <S>                                                <C>
                 2002 . . . . . . . . . . . . . . . . . . . . . .   106.50%
                 2003 and thereafter  . . . . . . . . . . . . . .   100.00%
</TABLE>





                                       32
<PAGE>   38
         (b)     Notwithstanding the foregoing, at any time on or prior to May
1, 2001, the Company may redeem all or part of the Securities originally issued
at a Redemption Price of 113.00% of the principal amount thereof, plus accrued
and unpaid interest thereon, to the Redemption Date, with the net proceeds of
any Public Equity Offering, provided that no redemption shall be authorized or
made under this subparagraph (b) unless prior thereto full unpaid interest for
all interest periods terminating on or prior to the Redemption Date and for an
amount equal to a prorated interest payment for the period from the Interest
Payment Date immediately prior to the Redemption Date to the Redemption Date
shall have been or immediately prior to the Redemption Date are paid or a sum
set apart sufficient for such payment on the Redemption Date; and, provided,
further, that if (a) the per share purchase price for shares of Common Stock
purchased in the Public Equity Offering is greater than the IPO Base Price or
(b) prior to the redemption the last reported sales price for the Common Stock
on its primary exchange or trading market is greater than or equal to the IPO
Base Price for a period of at least five (5) consecutive days, then the
Redemption Price shall be (x) if the redemption occurs prior to May 1, 1999,
109.00% of the principal amount and  (y) if the redemption occurs on or after
May 1, 1999 and before May 1, 2000, 111% of the principal amount.

         (c)     Any redemption pursuant to this Section 3.7 shall be made
pursuant to the provisions of Sections 3.1 through 3.6 hereof.

SECTION 3.8.     Procedures for Purchase Offers.

         Notice of a Purchase Offer pursuant to this Section 3.8 shall be
mailed or caused to be mailed, by first class mail, by the Company not less
than 30 nor more than 60 days before the Purchase Date to all Holders at their
last registered addresses, with a copy to the Trustee.  The notice shall
contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Purchase Offer and shall state the following
terms:

         (1)     the section of the Indenture pursuant to which the Purchase
                 Offer is being made and that all Securities properly tendered
                 will be accepted for payment; provided, however, that if the
                 aggregate principal amount of Securities tendered in
                 connection with an Asset Proceeds Offer plus accrued interest
                 at the expiration of such offer exceeds the Payment Amount,
                 the Company shall select the Securities to be purchased on a
                 pro rata basis (with such adjustments as may be deemed
                 appropriate by the Company so that only Securities in
                 denominations of $100 or multiples thereof shall be
                 purchased);

         (2)     the purchase price (including the amount of accrued interest)
                 and the Purchase Date and that the Purchase Offer will remain
                 open for at least 20 Business Days and until the close of
                 business on the Business Day prior to the Purchase Date;

         (3)     that any Security not properly tendered will continue to
                 accrue interest;

         (4)     that, unless the Company defaults in making payment therefor,
                 any Security accepted for payment pursuant to the Purchase
                 Offer shall cease to accrue interest after the Purchase Date;





                                       33
<PAGE>   39
         (5)     that Holders electing to have a Security purchased pursuant to
                 a Purchase Offer will be required to surrender the Security,
                 with the form entitled "Option of Holder to Elect Purchase" on
                 the reverse of the Security completed, to the Paying Agent at
                 the address specified in the notice prior to the close of
                 business on the third Business Day prior to the Purchase Date;

         (6)     that Holders will be entitled to withdraw their election if
                 the Paying Agent receives, not later than one Business Day
                 prior to the Purchase Date, a telegram, telex, facsimile
                 transmission or letter setting forth the name of the Holder,
                 the principal amount of the Securities the Holder delivered
                 for purchase and a statement that such Holder is withdrawing
                 his election to have such Security purchased; and

         (7)     that Holders whose Securities are purchased only in part will
                 be issued new Securities in a principal amount equal to the
                 unpurchased portion of the Securities surrendered; provided
                 that each Security purchased and each new Security issued
                 shall be in an original principal amount of $100 or integral
                 multiples thereof

         On or before 11:00 a.m. New York Time on the Purchase Date, the
Company shall (i) accept for payment Securities or portions thereof tendered
pursuant to the Purchase Offer which are to be purchased in accordance with
item (1) above, (ii) deposit with the Paying Agent U.S. Legal Tender sufficient
to pay the purchase price plus accrued interest, if any, of all Securities to
be purchased and (iii) deliver to the Trustee Securities so accepted together
with an Officers' Certificate stating the Securities or portions thereof being
purchased by the Company.  The Paying Agent shall promptly mail or otherwise
deliver to the Holders of Securities so accepted payment in an amount equal to
the purchase price plus accrued interest, if any.  For purposes of any Purchase
Offer, the Trustee shall act as the Paying Agent.

         Any amounts remaining after the purchase of Securities pursuant to a
Purchase Offer shall be returned by the Trustee to the Company.

         The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the purchase
of Securities pursuant to a Purchase Offer.  To the extent the provisions of
any such rule conflict with the provisions of this Indenture relating to a
Purchase Offer, the Company shall comply with the provisions of such rule and
be deemed not to have breached its obligations relating to such Purchase Offer
by virtue thereof.





                                       34
<PAGE>   40
                                  ARTICLE (4)

                                   COVENANTS

SECTION 4.1.     Payment of Securities; Interest Rate.

         The Company shall pay the principal of and interest on the Securities
in New York, New York in the manner provided in the Securities and this
Indenture.  An installment of principal of or interest on the Securities shall
be considered paid on the date it is due if the Trustee or Paying Agent holds on
that date U.S. Legal Tender designated for and sufficient to pay the
installment.  Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months. The rate of interest per annum on the Securities shall
be 13% (the "Permanent Interest Rate"); provided, however, from May 1, 1998
until April 30, 1999, interest shall accrue and be paid at a rate per annum
equal to the Permanent Dividend Rate less 1.5 percent, and from May 1, 1999
until April 30, 2000, interest shall accrue and be paid at a rate per annum
equal to the Permanent Interest Rate less .75 percent.  After the May 1, 2000,
interest shall accrue and be paid at the Permanent Interest Rate. Interest shall
be payable quarterly in arrears on each Interest Payment Date, commencing on
[_________, _____].  Any interest on the Securities accrued and payable as
provided in this Section 4.1 (including, without limitation, Default Interest
(as defined below)) shall be paid either, as so elected by the Board of
Directors of the Corporation,  (x) in cash or (y) by issuing additional
Securities (the "Additional Securities") for each such Security then outstanding
in a principal amount equal to the interest then payable on each such Security
for the Interest Period then ended (or such shorter period for which interest is
so being paid) or (z) in any combination thereof; provided, however, that on
each Interest Payment Date which occurs after May 1, 2003, such dividend amount
shall be paid in cash, except to the extent prohibited by the Senior Notes
Indenture or the New Credit Facility, each as existing on April 30, 1998.

          The Permanent Interest Rate may be increased from time to time as
hereinafter provided.  Upon:

                 (a)  the failure of the Company to satisfy any mandatory
         redemption, Change of Control redemption or acceleration obligation
         with respect to the Securities on the terms and in accordance with the
         provisions described herein;

                 (b)  the failure to pay interest in cash dividend on a
         Interest Payment Date which occurs after May 1, 2003;

                 (c)  the failure of the Company to comply with any of the
         other covenants or agreements set forth in this Indenture the
         continuance of such failure for 30 consecutive days or more; or

                 (d)  default under any mortgage, indenture or instrument under
         which there may be issued or by which there may be secured or
         evidenced any indebtedness for money borrowed by the Company or any of
         its Subsidiaries (or the payment of which is guaranteed by the
         Corporation or any of its Subsidiaries) whether such indebtedness or





                                       35
<PAGE>   41
         guarantee now exists, or is hereafter created, which default (1) is
         caused by a failure to pay principal of or premium, if any, or
         interest on such indebtedness prior to the expiration of the grace
         period provided in such indebtedness on the date of such default (a
         "Payment Default") or (2) results in the acceleration of such
         indebtedness prior to its express maturity and, in each case, the
         principal amount of any such indebtedness, together with the principal
         amount of any other such indebtedness under which there has been a
         Payment Default or the maturity of which has been so accelerated,
         aggregates $1,000,000 or more (each of the events described in clauses
         (a), (b), (c) and (d) being referred to herein as an "Increased
         Interest Payment Triggering Event");

then the Permanent Interest Rate will increase by 2% per annum from the date of
such Increased Interest Payment Triggering Event until such Increased Interest
Payment Triggering Event is cured.

SECTION 4.2.     Maintenance of Office or Agency.

         The Company shall maintain in The City of New York, the office or
agency required under Section 2.3.  The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 11.2.  The Company
hereby initially designates the office of United States Trust Company, an
affiliate of the Trustee, as its office or agency in The City of New York.

SECTION 4.3.     Books of Account.

         The Company will, and will cause each of its subsidiaries to, keep
books of record and account in which full, true and correct entries are made of
all of its and their respective dealings, business and affairs, in accordance
with generally accepted accounting principles.  The Company will employ
certified public accountants selected by the Board of Directors who are
"independent" within the meaning of the accounting regulations of the
Commission and who are one of the so-called "Big Six" accounting firms, and
have annual audits made by such independent public accountants in the course of
which such accountants shall make such examinations, in accordance with
generally accepted auditing standards, as will enable them to give such reports
or opinions with respect to the financial statements of the Company and its
subsidiaries as will satisfy the requirements of the Commission in effect at
such time with respect to certificates and opinions of accountants.

SECTION 4.4.     Furnishing of Financial Statements and Information.

         The Company will deliver to the Holders:





                                       36
<PAGE>   42
                          (a)     at the request of a Holder, as soon as
         practicable but in any event within 30 days after such request is
         made, unaudited consolidated balance sheets of the Company and its
         subsidiaries as of the end of such month, together with the related
         consolidated statements of operations and cash flow for such month,
         setting forth the budgeted figures of such month prepared and
         submitted in connection with the Company's annual plan as required
         under Section 4.3 hereof, all in reasonable detail in a form
         consistent with prior periods and certified by an authorized
         accounting officer of the Company, subject to year-end adjustments;

                          (b)     as soon as practicable, but in any event
         within 90 days after the end of each fiscal year, a consolidated
         balance sheet of the Company and its subsidiaries, as of the end of
         such fiscal year, together with the related consolidated statements of
         operations, shareholders' equity and cash flow for such fiscal year,
         setting forth in comparative form figures for the previous fiscal
         year, all in reasonable detail and duly certified by the Company's
         independent public accountants, which accountants shall have given the
         Company an opinion, unqualified as to the scope of the audit,
         regarding such statements;

                          (c)     promptly after the submission thereof to the
         Company, copies of all reports and recommendations submitted by
         independent public accountants in connection with any annual or
         interim audit of the accounts of the Company or any of its
         subsidiaries made by such accountants;

                          (d)     promptly after transmission thereof, copies
         of all reports, proxy statements, registration statements and
         notifications filed by it with the Commission pursuant to any act
         administered by the Commission or furnished to shareholders of the
         Company or to any national securities exchange;

                          (e)     with reasonable promptness, such other
         financial data relating to the business, affairs and financial
         condition of the Company and any subsidiaries as is available to the
         Company and as from time to time an Investor may reasonably request;

                          (f)     promptly following the issuance of any
         additional shares of Common Stock or any securities convertible into
         Common Stock, or any options, warrants or other rights to purchase
         additional shares of Common Stock or convertible securities, written
         notice of the amount of securities so issued and the total
         consideration received therefor; and

                          (g)     within 10 days after the Company learns in
         writing of the commencement or threatened commencement of any material
         suit, legal or equitable, or of any material administrative,
         arbitration or other proceeding against the Company, any of its
         subsidiaries or their respective businesses, assets or properties,
         written notice of the nature and extent of such suit or proceeding.





                                       37
<PAGE>   43
SECTION  4.5.    Preparation and Approval of Budgets.

         At least one month prior to the beginning of each fiscal year of the
Company, the Company shall prepare and submit to the Board of Directors, for
its review and approval, an annual plan for such year; that shall include
monthly capital and operating expense budgets, cash flow statements and profit
and loss projections itemized in such detail as the Board of Directors may
reasonably request.  Each annual plan shall be modified as often as necessary
in the judgment of the Board of Directors to reflect changes required as a
result of operating results and the other events that occur, or may be
reasonably expected to occur, during the year covered by the annual plan and
copies of each such modification shall be submitted to the Board of Directors.
The Company will, simultaneously with the submission thereof to the Board of
Directors, deliver a copy of each such annual plan and modification thereof to
the Holders.

SECTION 4.6.     Inspection.

         The Company will permit the Holders, or any designees thereof, to
visit and inspect the properties of the Company or any of its subsidiaries,
including the financial books and records thereof, and the right to take
extracts therefrom, and discuss the affairs, finances and accounts thereof with
the appropriate officers, all at reasonable times upon reasonable notice, and
as often as reasonably may be requested.

SECTION 4.7.     Voting Rights.

         (a)  Upon the accumulation of accrued and unpaid interest on the
outstanding Securities after May 1, 2003 in an amount equal to four full
quarterly interest payments (whether or not consecutive), or as specified in
Section 6.2 hereof, the number of members of the Board of Directors will be
immediately and automatically increased by one unless there is a vacancy on the
Board of Directors, and the Holders of a majority in aggregate principal
amount, voting as a separate class, will be entitled to elect one member to the
Board of Directors of the Company.

         (b)  Upon each accumulation of accrued and unpaid cash interest
payments in an amount equal to two full quarterly payments (whether or not
consecutive) that occurs after the accumulation of accrued and unpaid interest
payments contemplated in subparagraph (a) hereof, the Holders of a majority in
aggregate principal amount, voting as a separate class, will be entitled to
elect an additional member to the Board of Directors, and the number of members
of the Board of Directors will be immediately and automatically increased as
appropriate.

SECTION 4.8.     Directors' and Shareholders' Meetings.

         Pursuant to Section 4.7  hereof, the Holders shall in certain
circumstances have the right





                                       38
<PAGE>   44
to elect one or more directors of the Company.  In the event that the Holders
have elected a director:

                          (a)     The Company shall reimburse the Holders for
         the reasonable out-of-pocket expenses incurred by them or directors
         elected by them in connection with the attending of meetings by such
         directors or carrying out any other duties by such director designees
         that may be specified by the Board of Directors; shall pay such
         director designees the same director's fees paid to the other
         non-employee directors of the Company; shall maintain as part of its
         Articles of Incorporation or bylaws a provision for the
         indemnification of its directors to the full extent permitted by law,
         and enter into indemnity agreements reasonably satisfactory to the
         Investors.

                          (b)     In addition, the Company shall notify the
         Holders' board designees of all regular meetings and special meetings
         of the Board of Directors of the Company at least two business days in
         advance of such meetings.

                          (c)     The Company agrees, as a general practice, to
         hold a meeting of its Board of Directors at least once every three
         months, and during each year to hold its annual meeting of
         shareholders within 30 days of delivery of the audited financial
         statements.

SECTION 4.9.     Other Restrictions.

         Without the prior approval of the Board of Directors of the Company by
an affirmative vote of at least two- thirds of its members, neither the Company
nor its subsidiaries will do any of the following:

                          (a)     declare or pay any dividend or make any other
         distribution on any shares of its capital stock other than those
         payable solely in shares of Common Stock and other than those payable
         on its 10% Exchangeable Preferred Stock, or purchase, redeem or
         otherwise acquire for any consideration, or set aside a sinking fund
         or other fund for the redemption or repurchase of any shares of
         capital stock or any warrants, rights or options to purchase shares of
         capital stock (except that any subsidiary may pay dividends to the
         Company);

                          (b)     grant to the holders of any securities issued
         or to be issued by the Company a "demand" right to register such
         securities under the Securities Act;

                          (c)     guarantee, endorse or otherwise be or become
         contingently liable, or permit any subsidiary to guarantee, endorse or
         otherwise become contingently liable, in connection with obligations
         in excess of one million dollars ($1,000,000) in the aggregate,
         securities or dividends of any person, firm, association or
         corporation (other than the Company and any 100% owned subsidiary),
         except that the Company and any subsidiary may endorse negotiable
         instruments for collection in the ordinary course of





                                       39
<PAGE>   45
         business;

                          (d)     make or permit any subsidiary to make loans
         or advances to any person (including without limitation to any
         officer, director or shareholder of  the Company or any officer or
         director of any subsidiary), firm, association or corporation (other
         than the Company and any 100% owned subsidiary), except advances to
         suppliers, customers and employees made in the ordinary course of
         business;

                          (e)     make any material change in the nature of its
         business as carried on at the date of this Indenture;

                          (f)     organize any subsidiary, joint venture,
         partnership, or acquire a business (by asset purchase, stock purchase,
         merger or otherwise), or acquire any assets or make any investment
         (all of the foregoing being hereinafter referred to as an
         "Investment"), except that:

                                  (i)      in the case of an Investment that is
                 in the same line of business as the Company (i.e., the
                 distribution of packaged ice systems and the sale of bags for
                 use in such systems or the traditional methods of
                 manufacturing and distributing ice) or to be used in or in
                 connection with the Company's business as currently conducted,
                 the Company and its subsidiaries may make such Investment to
                 the extent that the total expenditure for such Investment does
                 not exceed $500,000; and

                                  (ii)     in the case of any other Investment,
                 the Company and its subsidiaries may make such Investment only
                 to the extent permitted by the Senior Notes Indenture, as such
                 agreements are in effect on the date hereof, without giving
                 effect to any amendment, modification, or supplement thereto
                 after the date hereof;

                          (g)     mortgage, pledge, or create a security
         interest in all or substantially all of the Company's assets as
         collateral;

                          (h)     sell, lease, transfer or otherwise dispose of
         any of its properties or assets to, or purchase any property or asset
         from, or enter into any transaction, contract, agreement,
         understanding, loan, advance or guarantee with, or for the benefit of,
         any Affiliate (each of the foregoing, an "Affiliate Transaction"),
         unless such Affiliate Transaction is made on terms that are no less
         favorable to the Company or the relevant subsidiary than those that
         would have been obtained in a comparable transaction by the Company or
         such subsidiary with an unrelated person.

SECTION 4.10.    Intentionally Omitted.

SECTION 4.11.    Corporate Existence.





                                       40
<PAGE>   46
         Except as otherwise permitted by Article Five, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other
existence of each of its Subsidiaries and the rights (charter and statutory)
and material franchises of the Company and each of its Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right or
franchise, or the corporate, partnership or other existence of any Subsidiary,
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and each of its Subsidiaries, taken as a whole, and that the loss thereof is
not, and will not be, disadvantageous in any material respect to the Holders.

SECTION 4.12.    Payment of Taxes and Other Claims.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments
and governmental charges levied or imposed upon it or any of its Subsidiaries
or upon the income, profits or property of it or any of its Subsidiaries and
(ii) all lawful claims for labor, materials and supplies which, in each case,
if unpaid, might by law become a Lien upon the property of it or any of its
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings and for which appropriate provision has been
made.

SECTION 4.13.    Maintenance of Properties and Insurance.

         (a)     The Company shall cause all material properties owned by or
leased by it or any of its Subsidiaries used or useful to the conduct of its
business or the business of any of its Subsidiaries to be improved or
maintained and kept in normal condition, repair and working order and supplied
with all necessary equipment and shall cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in its
judgment may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section 4.7 shall prevent the Company or any of
its Subsidiaries from discontinuing the use, operation or maintenance of any of
such properties, or disposing of any of them, if such discontinuance or
disposal is, in the judgment of the Board of Directors or of the board of
directors of any Subsidiary of the Company concerned, or of an officer (or
other agent employed by the Company or of any of its Subsidiaries) of the
Company or any of its Subsidiaries having managerial responsibility for any
such property, desirable in the conduct of the business of the Company or any
Subsidiary of the Company, and if such discontinuance or disposal is not
adverse in any material respect to the Holders.

         (b)     The Company shall maintain, and shall cause its Subsidiaries
to maintain, insurance with responsible carriers against such risks and in such
amounts, and with such





                                       41
<PAGE>   47
deductibles,  retentions, self-insured amounts and co-insurance provisions, as
are customarily carried by similar businesses of similar size.

SECTION 4.14.    Compliance Certificate; Notice of Default; Tax Information.

         (a)     The Company shall deliver to the Trustee, within 120 days
after the close of each fiscal year an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries has been made
under the supervision of the signing officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company during such
preceding fiscal year has kept, observed, performed and fulfilled each and
every such covenant and no Default or Event of Default occurred during such
year and at the date of such certificate there is no Default or Event of
Default has occurred and is continuing or, if such signers do know of such
Default or Event of Default, the certificate shall describe its status with
particularity.  The Officers' Certificate shall also notify the Trustee should
the Company elect to change the manner in which it fixes its fiscal year end.
Upon the qualifications of this Indenture under the TIA, such Officer's
Certificate shall comply with TIA Section 314(a)(4).

         (b)     So long as (and to the extent) not contrary to the then
current recommendations of the American Institute of Certified Public
Accountants, the annual financial statements delivered pursuant to Section 4.10
shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit of such financial statements nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Article 4 or 5 of this Indenture insofar as they relate to
accounting matters or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

         (c)     The Company shall deliver to the Trustee, promptly upon any
Officer becoming aware of any Default or Event of Default in the performance of
any covenant, agreement or condition contained in this Indenture, an Officers'
Certificate specifying the Default or Event of Default and describing its
status with particularity.

         (d)     The Company shall calculate and deliver to the Trustee all
original issue discount information to be reported by the Trustee to Holders as
required by law.

SECTION 4.15.    Compliance with Laws.

         The Company shall comply, and shall cause each of its Subsidiaries to
comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the





                                       42
<PAGE>   48
conduct of their respective businesses and the ownership of their respective
properties, except for such noncompliances as would not in the aggregate have a
material adverse effect on the financial condition or results of operations of
the Company and its Subsidiaries taken as a whole.

SECTION 4.16.    SEC Reports.

         (a)     The Company will file with the SEC all information, documents
and reports required to be filed with the SEC pursuant to Section 13 or 15(d)
of the Exchange Act, whether or not the Company is subject to such filing
requirements so long as the SEC will accept such filings.  The Company will
file with the Trustee within 15 days after it files them with the SEC, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe), without exhibits, which the Company files with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act.  Upon qualification of
this Indenture under the TIA, the Company shall also comply with the provisions
of TIA ' 314(a).

         (b)     Regardless of whether the Company is required to furnish such
reports to its stockholders pursuant to the Exchange Act, the Company shall
cause its consolidated financial statements, comparable to that which would
have been required to appear in annual or quarterly reports, to be delivered to
the Trustee and the Holders.  The Company will also make such reports available
to prospective purchasers of the Securities, securities analysts and
broker-dealers upon their request.

         (c)     For so long as any of the Securities remain outstanding the
Company will make available to any prospective purchaser of the Securities or
beneficial owner of the Securities in connection with any sale thereof the
information required by Rule 144A(d)(4) under the Securities Act, until such
time as the Company has consummated the Registered Exchange Offer or until such
time as the holders thereof have disposed of such Securities pursuant to an
effective registration statement filed by the Company.

SECTION 4.17.    Waiver of Stay, Extension or Usury Laws.

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





                                       43
<PAGE>   49
SECTION 4.18.    Intentionally Omitted.

SECTION 4.19.    Intentionally Omitted.

SECTION 4.20.    Offer to Repurchase Upon Change of Control.

         (a)     Upon the occurrence of a Change of Control, each Holder of
Securities shall have the right to require the Company to repurchase all or any
part (equal to $100 or an integral multiple thereof) of such Holder's
Securities on a Business Day (the "Change of Control Payment Date") not more
than 60 nor less than 30 days following such Change of Control, pursuant to the
offer described below (the "Change of Control Offer") at an offer price in cash
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest thereon to the date of purchase (the "Change of Control Payment").
Within 30 days following any Change of Control, the Trustee, at the written
direction of the Company, shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and the
Company's offer to repurchase Securities pursuant to the procedures required by
Section 3.8 and 4.20 and described in such notice.  The Company shall comply
with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Securities
as a result of a Change of Control.

         (b)     On the Change of Control Payment Date, the Company shall, to
the extent lawful, (i) accept for payment all Securities or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with
the Paying Agent an amount equal to the Change of Control Payment in respect of
all Securities or portions thereof so tendered and (iii) deliver or cause to be
delivered to the Trustee the Securities so accepted, together with an Officers'
Certificate stating the aggregate principal amount of Securities or portions
thereof being purchased by the Company.  The Paying Agent shall promptly mail
or otherwise deliver to each Holder of Securities so tendered the Change of
Control Payment for such Securities, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Security equal in principal amount to any unpurchased portion of the
Securities surrendered, if any; provided that each such new Security shall be
in a principal amount of $100 or an integral multiple thereof.  The Company
shall publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date.

         (c)     The Change of Control provisions described above shall be
applicable whether or not any other provisions of this Indenture are
applicable.

         (d)     The Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control
Offer made by the Company and purchases all Securities validly tendered and not
withdrawn under such Change of Control Offer.





                                       44
<PAGE>   50
         (e)     All of the Company's repurchase obligations under the Senior
Notes Indenture and the Credit Facilities must be satisfied prior to the
Company making a Change of Control Offer.

SECTION 4.21.    Asset Sales.

         Within 450 days after the receipt of any Net Cash Proceeds from any
Asset Sale, the Company may (i) apply all or any of the Net Cash Proceeds
therefrom to repay Indebtedness (other than Subordinated Indebtedness) of the
Company or any Subsidiary, provided, in each case, that the related loan
commitment of any revolving credit facility or other borrowing (if any) is
thereby permanently reduced by the amount of such Indebtedness so repaid, or
(ii) invest all or any part of the Net Cash Proceeds thereof in properties and
other capital assets that replace the properties or other capital assets that
were the subject of such Asset Sale or in other properties or other capital
assets that will be used in the Ice Business.  Pending the final application of
any such Net Cash Proceeds, the Company may temporarily reduce borrowings under
any revolving credit facility or otherwise invest such Net Cash Proceeds in any
manner that is not prohibited by this Indenture.  Any Net Cash Proceeds from an
Asset Sale that are not applied or invested as provided in the first sentence
of this paragraph will be deemed to constitute "Available Proceeds Amount."
When the aggregate Available Proceeds Amount exceeds $5,000,000, the Company
shall make an offer to purchase, from all Holders of the Securities and any
then outstanding Pari Passu Indebtedness required to be repurchased or repaid
on a permanent basis in connection with an Asset Sale, an aggregate principal
amount of Securities and any such Pari Passu Indebtedness equal to such
Available Proceeds Amount as follows:

                 (i)      (A)  The Company shall make an offer to purchase (an
         "Asset Proceeds Offer") from all Holders of the Securities in
         accordance with the procedures set forth in this Indenture the maximum
         principal amount (expressed as a multiple of $100) of Securities that
         may be purchased out of an amount (the "Payment Amount") equal to the
         product of such Available Proceeds Amount multiplied by a fraction,
         the numerator of which is the outstanding principal amount of the
         Securities and the denominator of which is the sum of the outstanding
         principal amount of the Securities and such Pari Passu Indebtedness,
         if any (subject to proration in the event such amount is less than the
         aggregate Offered Price (as defined in clause (ii) below) of all
         Securities tendered), and (B) to the extent required by any such Pari
         Passu Indebtedness and provided there is a permanent reduction in the
         principal amount of such Pari Passu Indebtedness, the Company shall
         make an offer to purchase such Pari Passu Indebtedness (a "Pari Passu
         Offer") in an amount (the "Pari Passu Indebtedness Amount") equal to
         the excess of the Available Proceeds Amount over the Payment Amount.

                 (ii)     The offer price for the Securities shall be payable
         in cash in an amount equal to 100% of the principal amount of the
         Securities tendered pursuant to an Asset Proceeds Offer, plus accrued
         and unpaid interest, if any, to the date such Asset Proceeds





                                       45
<PAGE>   51
         Offer is consummated (the "Offered Price"), in accordance with the
         procedures set forth in this Indenture.  To the extent that the
         aggregate Offered Price of the Securities tendered pursuant to an
         Asset Proceeds Offer is less than the Payment Amount relating thereto
         or the aggregate amount of the Pari Passu Indebtedness that is
         purchased or repaid pursuant to the Pari Passu Offer is less than the
         Pari Passu Indebtedness Amount (such shortfall constituting an "Asset
         Proceeds Deficiency"), the Company may use such Asset Proceeds
         Deficiency, or a portion thereof, for general corporate purposes,
         subject to the limitations of Section 4.3.

                 (iii)    If the aggregate Offered Price of Securities validly
         tendered and not withdrawn by Holders thereof exceeds the Payment
         Amount, Securities to be purchased will be selected on a pro rata
         basis.  Upon completion of such Net Proceeds Offer and Pari Passu
         Offer, the amount of Available Proceeds Amount shall be reset to zero.

         The Company shall not permit any Subsidiary to enter into or suffer to
exist any agreement (excluding Permitted Liens as defined in the Senior Notes
Indenture) that would place any restriction of any kind (other than pursuant to
law or regulation) on the ability of the Company to make an Asset Proceeds
Offer following any Asset Sale.  The Company will comply with Rule 14e-1 under
the Exchange Act, and any other securities laws and regulations thereunder, if
applicable, in the event that an Asset Sale occurs and the Company is required
to purchase Securities as described above.

         Any amounts remaining after the purchase of Securities pursuant to an
Asset Sale Offer shall be returned by the Trustee to the Company.

         All of the Company's repurchase obligations under the Senior Notes
Indenture and the Credit Facilities must be satisfied prior to the Company
making an Asset Proceeds Offer.

SECTION 4.22.    Intentionally Omitted.

SECTION 4.23.    Intentionally Omitted.

SECTION 4.24.    Intentionally Omitted.

SECTION 4.25.    Additional Subsidiary Guarantees.

         If the Company or any of its Subsidiaries transfers or causes to be
transferred, in one transaction or a series of related transactions, any
property to any Subsidiary that is not a Subsidiary Guarantor, or if the
Company or any of its Subsidiaries shall organize, acquire or otherwise invest
in another Subsidiary having total assets with a book value in excess of
$250,000, then such transferee or acquired or other Subsidiary shall (i)
execute and deliver to the Trustee a supplemental indenture in form reasonably
satisfactory to the Trustee pursuant to which such Subsidiary shall fully and
unconditionally guarantee all of the Company's obligations under the Securities
and the Indenture on the terms set forth in the Indenture and (ii) deliver to





                                       46
<PAGE>   52
the Trustee an Opinion of Counsel that such supplemental indenture has been
duly authorized, executed and delivered by such Subsidiary and constitutes a
legal, valid, binding and enforceable obligation of such Subsidiary.
Thereafter, such Subsidiary shall be a Subsidiary Guarantor for all purposes of
the Indenture.

                                  ARTICLE (5)

                             SUCCESSOR CORPORATION

SECTION 5.1.     Mergers, Consolidations and Sale of Assets.

         (a)     The Company shall not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially
all of the Company's assets (determined on a consolidated basis for the Company
and the Company's Subsidiaries) whether as an entirety or substantially as an
entirety to any Person unless:  (i) either (1) the Company shall be the
surviving or continuing corporation or (2) the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or
the Person which acquires by sale, assignment, transfer, lease, conveyance or
other disposition the properties and assets of the Company and of the Company's
Subsidiaries substantially as an entirety (the "Surviving Entity",) (x) shall
be a corporation organized and validly existing under the laws of the United
States or any State thereof or the District of Columbia and (y) shall expressly
assume, by supplemental indenture (in form and substance satisfactory to the
Trustee), executed and delivered to the Trustee, the due and punctual payment
of the principal of, and premium, if any, and interest on all of the Securities
and the performance of every covenant of the Securities, this Indenture and the
Registration Rights Agreement on the part of the Company to be performed or
observed;  and (ii) the Company or the Surviving Entity shall have delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, assignment, transfer, lease, conveyance
or other disposition and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with the applicable
provisions of this Indenture and that all conditions precedent in this
Indenture relating to such transaction have been satisfied.

         (b)     Upon any such consolidation, merger, conveyance, lease or
transfer in accordance with the foregoing, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
lease or transfer is made will succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company therein, and
thereafter (except in the case of a sale, assignment, transfer, lease,
conveyance or other disposition) the predecessor corporation will be relieved
of all further obligations and covenants under this Indenture and the
Securities.

         (c)     Each Subsidiary Guarantor (other than any Subsidiary 
Guarantor whose





                                       47
<PAGE>   53
Subsidiary Guarantee is to be released in accordance with the terms of the
Guarantee and this Indenture in connection with any transaction complying with
the provisions of Section 4.17) will not, and the Company will not cause or
permit any Subsidiary Guarantor to, consolidate with or merge with or into any
Person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its assets, other than the Company or any other Subsidiary
Guarantor unless:  (i) the entity formed by or surviving any such consolidation
or merger (if other than the Subsidiary Guarantor), or to which such
disposition shall have been made, is a corporation organized and existing under
the laws of the United States, any state thereof or the District of Columbia;
(ii) such entity assumes by supplemental indenture all of the obligations of
the Subsidiary Guarantor on the Subsidiary Guarantee; (iii) immediately after
giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing; and (iv) immediately after giving effect to such
transaction and the use of any net proceeds therefrom on a pro forma basis, the
Company could satisfy the provisions of clause (a)(ii) of this Section 5.1. Any
merger or consolidation of a Subsidiary Guarantor with and into the Company
(with the Company being the surviving entity) or another Subsidiary Guarantor
need only comply with clause (a)(iv) of this Section 5.1.

                                  ARTICLE (6)

                              DEFAULT AND REMEDIES

SECTION 6.1.     Events of Default.

         An "Event of Default" occurs if:

                 (1)      the Company fails to pay interest on any Security
         when the same becomes due and payable and such failure continues for a
         period of 30 days; or

                 (2)      the Company fails to pay the principal of or premium
         on any Security, when such principal or premium becomes due and
         payable, whether at maturity, upon redemption or otherwise (including
         the failure to make a payment to purchase Securities properly tendered
         pursuant to a Change of Control Offer or an Asset Proceeds Offer); or

                 (3)      the Company defaults in the observance or performance
         of any other covenant or agreement contained in this Indenture or the
         Senior Notes Indenture which default continues for a period of 30 days
         after the Company receives written notice specifying the default from
         the Trustee or from Holders of at least 50% in principal amount of
         outstanding Securities (except in the case of a default with respect
         to Section 5.1 hereof, which will constitute an Event of Default with
         notice but without passage of time); or

                 (4)      the Company defaults under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any





                                       48
<PAGE>   54
         Indebtedness of the Company or of any Subsidiary of the Company (or
         the payment of which is guaranteed by the Company or any Subsidiary of
         the Company) which default (a) is caused by a failure to pay principal
         of, interest or premium, if any, on such Indebtedness after any
         applicable grace period provided in such Indebtedness on the date of
         such default (a "payment default"), or (b) results in the acceleration
         of such Indebtedness prior to its express maturity and, in each case,
         the principal amount of any such Indebtedness, together with the
         principal amount of any other such Indebtedness under which there has
         been a payment default or the maturity of which has been so
         accelerated, aggregates $2,500,000; or

                 (5)      one or more judgments in an aggregate amount in
         excess of $1,000,000 (which are not covered by third-party insurance
         as to which a financially sound insurer has not disclaimed coverage)
         being rendered against the Company or any of its Subsidiaries and such
         judgments remain undischarged, or unstayed or unsatisfied for a period
         of 60 days after such judgment or judgments become final and
         non-appealable; or

                 (6)      the Company or any of its Subsidiary Guarantors or
         Significant Subsidiaries (A) admits in writing its inability to pay
         its debts generally as they become due, (B) commences a voluntary case
         or proceeding under any Bankruptcy Law with respect to itself, (C)
         consents to the entry of a judgment, decree or order for relief
         against it in an involuntary case or proceeding under any Bankruptcy
         Law, (D) consents to the appointment of a Custodian of it or for
         substantially all of its property, (E) consents to or acquiesces in
         the institution of a bankruptcy or an insolvency proceeding against
         it, (F) makes a general assignment for the benefit of its creditors,
         or (G) takes any corporate action to authorize or effect any of the
         foregoing;

                 (7)      a court of competent jurisdiction enters a judgment,
         decree or order for relief in respect of the Company or any of its
         Subsidiaries in an involuntary case or proceeding under any Bankruptcy
         Law, which shall (A) approve as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition in respect of
         the Company or any of its Subsidiaries, (B) appoint a Custodian of the
         Company or any of its Subsidiaries or for substantially all of its
         property or (C) order the winding-up or liquidation of its affairs,
         and such judgment, decree or order shall remain unstayed and in effect
         for a period of 60 consecutive days; or

                 (8)      any of the Subsidiary Guarantees ceases to be in full
         force and effect, or any of the Subsidiary Guarantees is declared to
         be null and void and unenforceable or any of the Subsidiary Guarantees
         is found to be invalid or any of the Subsidiary Guarantors denies its
         liability under its Subsidiary Guarantee (other than by reason of
         release of a Subsidiary Guarantor in accordance with the terms of this
         Indenture).

         The Trustee shall, within 90 days after the occurrence of any Default
actually known to it, give to the Holders notice of such Default; provided
that, except in the case of a Default in the





                                       49
<PAGE>   55
payment of principal of or interest on any of the Securities, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
Responsible Officers, of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders.

         Notwithstanding the foregoing, if an Event of Default specified in
Section 6.1(4) shall have occurred and be continuing, such Event of Default and
any consequential acceleration shall be automatically rescinded if the
Indebtedness that is the subject of such Event of Default has been repaid, or
if the default relating to such Indebtedness is waived or cured and if such
Indebtedness has been accelerated, the holders thereof have rescinded their
declaration of acceleration in respect of such Indebtedness (provided, in each
case, that such repayment, waiver, cure or rescission is effected within a
period of 30 days from the continuation of such default beyond the applicable
grace period or the occurrence of such acceleration).

SECTION 6.2.     Remedies.

         If an Event of Default (other than an Event of Default specified in
clauses (6) or (7) above with respect to the Company) occurs and is continuing,
then and in every such case the Holders shall have the rights to either (as the
Holders may elect) (i)  exercise the rights set forth in Section 4.7 hereof or
(ii) unless prohibited by other agreements relating to the issuance or
incurrence of debt existing on April 30, 1998, the Trustee or the Holders of
not less than 50% in aggregate principal amount of the then outstanding
Securities may declare the unpaid principal of, premium, if any, and accrued
and unpaid interest on, all the Securities then outstanding to be due and
payable, by a notice in writing to the Company (and to the Trustee, if given by
Holders) and upon such declaration such principal amount, premium, if any, and
accrued and unpaid interest will become immediately due and payable.  If an
Event of Default with respect to the Company specified in clauses (6) or (7)
above occurs, all unpaid principal of, and premium, if any, and accrued and
unpaid interest on, the Securities then outstanding will ipso facto become due
and payable without any declaration or other act on the part of the Trustee or
any Holder.  The Holders of a majority in principal amount of the Securities
then outstanding by notice to the Trustee may rescind an acceleration and its
consequences if (i) all existing Events of Default, other than the non-payment
of the principal and premium, if any, and interest of the Securities which has
become due solely by such declaration of acceleration, have been cured or
waived and (ii) the rescission would not conflict with any judgment or decree
of a court of competent jurisdiction.

          The remedies contemplated in this Section 6.2 are in addition to and
not in abrogation of all other legal rights and remedies available to the
Holders including but not limited to remedies pursued by the Trustee under
Section 6.3 hereof.

SECTION 6.3.     Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may
pursue any available





                                       50
<PAGE>   56
remedy by proceeding at law or in equity to collect the payment of principal of
or interest on the Securities or to enforce the performance of any provision of
the Securities or this Indenture.

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

SECTION 6.4.     Waiver of Past Defaults.

         Subject to Sections 2.9, 6.2, 6.7 and 9.2, the Holders of not less
than a majority in principal amount of the outstanding Securities by notice to
the Trustee may waive an existing Default or Event of Default and its
consequences, except a Default in the payment of principal of or interest on
any Security as specified in clauses (1) and (2) of Section 6.1.  The Company
shall deliver to the Trustee an Officers' Certificate stating that the
requisite percentage of Holders have consented to such waiver and attaching
copies of such consents.  When a Default or Event of Default is waived, it is
cured and ceases.

SECTION 6.5.     Control by Majority.

         Subject to Section 2.9, the Holders of not less than a majority in
principal amount of the outstanding Securities may 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 it.  Subject to Section 7.1,
however, the Trustee may refuse to follow any direction that conflicts with any
law or this Indenture that the Trustee determines may be unduly prejudicial to
the rights of another Security holder, or that may involve the Trustee in
personal liability; provided that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction.

         In the event the Trustee takes any action or follows any direction
pursuant to this Indenture or any Security Document, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against
any loss or expense caused by taking such action or following such direction.

SECTION 6.6.     Limitation on Suits.

         Subject to Section 6.7 below, a Security holder may not pursue any
remedy with respect to this Indenture or the Securities unless:

                 (1)      the Holder gives to the Trustee written notice of a
         continuing Event of Default;





                                       51
<PAGE>   57
                 (2)      the Holder or Holders of at least 50% in principal
         amount of the outstanding Securities make a written request to the
         Trustee to pursue the remedy;

                 (3)      such Holder or Holders offer and, if requested,
         provide to the Trustee security or indemnity reasonably satisfactory
         to the Trustee against any loss, liability or expense;

                 (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer and, if requested,
         the provision of indemnity; and

                 (5)      during such 60-day period the Holder or Holders of a
         majority in principal amount of the outstanding Securities do not give
         the Trustee a direction which, in the opinion of the Trustee, is
         inconsistent with the request.

         A Security holder may not use this Indenture to prejudice the rights
of another Security holder or to obtain a preference or priority over such
other Security holder.

SECTION 6.7.     Rights of Holders to Receive Payment.

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

SECTION 6.8.     Collection Suit by Trustee.

         If an Event of Default in payment of principal or interest specified
in clause (1) or (2) of Section 6.1 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Securities for the whole amount of
principal and accrued interest and fees remaining unpaid, together with
interest on overdue principal, in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9.     Trustee May File Proofs of Claim.

         The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Security holders allowed in any judicial proceedings relating to the Company or
the Subsidiary Guarantors, its creditors or its property and shall be entitled
and empowered to





                                       52
<PAGE>   58
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceedings is hereby authorized by each Security holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Security holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.7.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Security holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Security holder in
any such proceeding.

SECTION 6.10.    Priorities.

         If the Trustee collects any money or property pursuant to this Article
Six, it shall pay out the money or property in the following order:

                 First:  to the Trustee for amounts due under Section 7.7;

                 Second:  to Holders for amounts due and unpaid on the
         Securities for principal and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Securities for principal and interest, respectively; and

                 Third:  to the Company or the Subsidiary Guarantors, as their
         respective interests may appear.

         The Trustee, upon prior notice to the Company, may fix a record date
and payment date for any payment to Security holders pursuant to this Section
6.10.

SECTION 6.11.    Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.1 1 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7, or a suit by a Holder or Holders of more than 10% in
principal amount of the outstanding Securities.

SECTION 6.12.    Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy





                                       53
<PAGE>   59
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                                  ARTICLE (7)

                                    TRUSTEE

SECTION 7.1.     Duties of Trustee.

         (a)     If an Event of Default actually known to the Trustee has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.  The Trustee will be
under no obligation to exercise any of its rights or powers under this
Indenture at the request of any of the holders of Securities, unless they shall
have offered and, if requested, provided to the Trustee security and indemnity
satisfactory to it.

         (b)     Except during the continuance of an Event of Default actually
known to the Trustee:

                 (1)      The Trustee need perform only those duties as are
         specifically set forth herein and no others and no implied covenants
         or obligations shall be read into this Indenture against the Trustee.

                 (2)      In the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions and such other documents delivered to it and conforming to
         the requirements of this Indenture.  However, the Trustee shall
         examine the certificates and opinions to determine whether or not they
         conform, on their face, to the requirements of this Indenture.

         (c)     The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                 (1)      This paragraph does not limit the effect of paragraph
         (b) of this Section 7.1.

                 (2)      The Trustee shall not be liable for any error of
         judgment made in good faith by a Trust Officer, unless it is proved
         that the Trustee was negligent in ascertaining





                                       54
<PAGE>   60
         the pertinent facts.

                 (3)      The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.5.

         (d)     No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any
action under this Indenture or take any action at the request or direction of
Holders if it shall have reasonable grounds for believing that repayment of
such funds is not assured to it or it does not receive security or indemnity
reasonably satisfactory to it in its sole discretion against such risk,
liability, loss, fee or expense which might be incurred by it in compliance
with such request or direction.

         (e)     Every provision of this Indenture that in any way relates to
the Trustee is subject to this Section 7.1.

         (f)     The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company or
any Subsidiary Guarantor.  Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

SECTION 7.2.     Rights of Trustee.

         Subject to Section 7.1:

                 (a)      The Trustee may conclusively rely on any document
         believed by it to be genuine and to have been signed or presented by
         the proper person.  The Trustee need not investigate any fact or
         matter stated in the document.

                 (b)      Before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate and an Opinion of Counsel, which
         shall conform to the provisions of Section 11.5.  The Trustee shall
         not be liable for any action it takes or omits to take in good faith
         in reliance on such certificate or opinion.

                 (c)      The Trustee may act through its attorneys and agents
         and shall not be responsible for the misconduct or negligence of any
         agent (other than an agent who is an employee of the Trustee)
         appointed with due care.

                 (d)      The Trustee shall not be liable for any action it
         takes or omits to take in good faith which it reasonably believes to
         be authorized or within its rights or powers.

                 (e)      The Trustee may consult with counsel and the advice
         or opinion of such counsel as to matters of law shall be full and
         complete authorization and protection from liability in respect of any
         action taken, omitted or suffered by it hereunder in good faith and in
         accordance with the advice or opinion of such counsel.





                                       55
<PAGE>   61
                 (f)      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 Holders pursuant to the
         provisions of this Indenture, unless such Holders shall have offered
         and, if requested, provided to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which may be
         incurred therein or thereby.

                 (g)      Unless otherwise specifically provided in this
         Indenture, any demand, request, direction or notice from the Company
         or any Subsidiary Guarantor shall be sufficient if signed by an
         Officer of the Company or such Subsidiary Guarantor.

                 (h)      Except with respect to Section 4.1 and 4.8 hereof,
         the Trustee shall have no duty to inquire as to the performance of the
         Company's covenants in Article 4 hereof.  In addition, the Trustee
         shall not be deemed to have knowledge of any Default or Event of
         Default except (i) any event of Default occurring pursuant to Sections
         6.1(1) and 6.1(2) hereof or (ii) any Default or Event of Default of
         which the Trustee shall have received written notification or obtained
         actual knowledge.

SECTION 7.3.     Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company, its
Subsidiaries, or their respective Affiliates with the same rights it would have
if it were not Trustee.  Any Agent may do the same with like rights.  However,
the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.4.     Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture, the Securities or the
Subsidiary Guarantees, it shall not be accountable for the Company's use of the
proceeds from the Securities, it shall not be responsible for the use or
application of any money by a Paying Agent other than the Trustee and it shall
not be responsible for any statement of the Company in this Indenture or any
document issued in connection with the sale of Securities or any statement in
the Securities other than the Trustee's certificate of authentication.  The
Trustee makes no representations with respect to the effectiveness or adequacy
of this Indenture or the validity or perfection, if any, of Liens granted under
this Indenture.  The Trustee shall not be responsible for independently
ascertaining or maintaining such validity or perfection, if any, and shall be
fully protected in relying upon certificates and opinions delivered to it in
accordance with the terms of this Indenture.

SECTION 7.5.     Notice of Default.

         If a Default or an Event of Default occurs and is continuing and the
Trustee receives actual notice of such event, the Trustee shall mail to each
Security holder, as their names and





                                       56
<PAGE>   62
addresses appear on the Security holder list described in Section 2.5, notice
of the uncured Default or Event of Default within 90 days after the Trustee
receives such notice.  Except in the case of a Default or an Event of Default
in payment of principal of, or interest on, any Security, including the failure
to make any payment due on (i) the Change of Control Payment Date pursuant to a
Change of Control Offer or (ii) the Purchase Date pursuant to a Purchase Offer,
the Trustee may withhold the notice if and so long as the board of directors,
the executive committee, or a trust committee of directors and/or Responsible
Officers, of the Trustee in good faith determines that withholding the notice
is in the interest of the Security holders.

SECTION 7.6.     Reports by Trustee to Holders.

         This Section 7.6 shall not be operative as a part of this Indenture
until this Indenture is qualified under the TIA, and, until such qualification,
this Indenture shall be construed as if this Section 7.6 were not contained
herein.

         Within 60 days after each April 15 beginning with the first April 15
after Securities are initially issued under this Indenture, the Trustee shall,
to the extent that any of the events described in TIA Section 313(a) occurred 
within the previous twelve months, but not otherwise, mail to each Security
holder a brief report dated as of such April 15 that complies with TIA Section
313(a).  The Trustee also shall comply with TIA Section 313(b), 313(c) and
313(d).

         A copy of each report at the time of its mailing to Security holders
shall be mailed to the Company and filed with the SEC and each securities
exchange, if any, on which the Securities are listed.

         The Company shall notify the Trustee if the Securities become listed
on any securities exchange or of any delisting thereof.

SECTION 7.7.     Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services hereunder (which shall be agreed to from time to
time by the Company and the Trustee).  The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust.  The
Company shall promptly reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances (including reasonable fees and expenses of
counsel) incurred or made by it in addition to the compensation for its
services, except any such disbursements, expenses and advances as may be
attributable to the Trustee's negligence or bad faith.  Such expenses shall
include the reasonable compensation, disbursements and expenses of the
Trustee's agents, accountants, experts and counsel and any taxes or other
expenses incurred by a trust created pursuant to Section 8.1 hereof.

         The Company shall indemnify the Trustee and each predecessor trustee
for, and hold it harmless against, any loss, liability, claim, damage or
expense incurred by the Trustee without





                                       57
<PAGE>   63
negligence or willful misconduct on its part arising out of or in connection
with the administration of this trust and its duties under this Indenture,
including the reasonable expenses and attorneys' fees of defending itself
against any claim of liability arising hereunder.  The Trustee shall notify the
Company promptly of any claim asserted against the Trustee for which it may
seek indemnity.  However, the failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder.  The Company shall
defend the claim and the Trustee shall cooperate in the defense (and may employ
its own counsel) at the Company's expense.  The Company need not reimburse any
expense or indemnify against any loss or liability incurred by the Trustee as a
result of the violation of this Indenture by the Trustee if such violation
arose from the Trustee's negligence or bad faith.

         To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a senior claim prior to the Securities against all money or
property held or collected by the Trustee, in its capacity as Trustee.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (6) or (7) of Section 6.1 occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over the status of the Holders
in a proceeding under any Bankruptcy Law and are intended to constitute
expenses of administration under any Bankruptcy Law.  The Company's obligations
under this Section 7.7 and any claim arising hereunder shall survive the
resignation or removal of any Trustee, the discharge of the Company's
obligations pursuant to Article Eight and any rejection or termination under
any Bankruptcy Law.

SECTION 7.8.     Replacement of Trustee.

         The Trustee may resign at any time by so notifying the Company in
writing.  The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Company and the Trustee
in writing and may appoint a successor trustee with the Company's consent.  The
Company may remove the Trustee if:

                 (1)      the Trustee fails to comply with Section 7.10;

                 (2)      the Trustee is adjudged a bankrupt or an insolvent;

                 (3)      a receiver or other public officer takes charge of
                          the Trustee or its property; or

                 (4)      the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall notify each Holder of such
event and shall promptly appoint a successor Trustee.  Within one year after
the successor Trustee takes office, the Holders of a





                                       58
<PAGE>   64
majority in principal amount of the Securities may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after
that, the retiring Trustee shall transfer, after payment of all sums then owing
to the Trustee pursuant to Section 7.7, all property held by it as Trustee to
the successor Trustee, subject to its rights under Section 7.7, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  A successor Trustee shall mail notice of its succession to each
Security holder.

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of at least 10% in principal amount of the outstanding Securities
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         If the Trustee fails to comply with Section 7.10, any Security holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 shall continue for the benefit
of the retiring Trustee.

SECTION 7.9.     Successor Trustee by Merger, Etc.

         If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
Person, the resulting, surviving or transferee corporation without any further
act shall, if such resulting, surviving or transferee Person is otherwise
eligible hereunder, be the successor Trustee.

SECTION 7.10.    Eligibility; Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirement of TIA Section 310(a)(1) and 310(a)(5).  The Trustee and/or its
ultimate parent entity shall have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition.  The Trustee shall have a combined capital and surplus of at least
$150,000 as set forth in its most recent published annual report of condition.
The Trustee shall comply with TIA Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding, if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

SECTION 7.11.    Preferential Collection of Claims Against Company.





                                       59
<PAGE>   65
         The Trustee, in its capacity as Trustee hereunder shall comply with
TIA Section 311 (a), excluding any creditor relationship listed in TIA Section
311 (b).  A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.

                                  ARTICLE (8)

                    SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 8.1.     Legal Defeasance and Covenant Defeasance.

         (a)     The Company may, at its option by Board Resolution, at any
time, with respect to the Securities, elect to have either paragraph (b) or
paragraph (c) below be applied to the outstanding Securities upon compliance
with the conditions set forth in paragraph (d).

         (b)     Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (b), the Company and the Subsidiary Guarantors
shall be deemed to have been released and discharged from their respective
obligations with respect to the outstanding Securities and the Subsidiary
Guarantees on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance").  For this purpose, such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of the Sections and matters
under this Indenture referred to in (i) and (ii) below, and to have satisfied
all their respective obligations under such Securities, the Subsidiary
Guarantees and this Indenture, except for the following which shall survive
until otherwise terminated or discharged hereunder:  (i) the rights of Holders
of outstanding Securities to receive solely from the trust fund described in
paragraph (d) below and as more fully set forth in such paragraph, payments in
respect of the principal of and interest on such Securities when such payments
are due and (ii) obligations listed in Section 8.3, subject to compliance with
this Section 8.1.  The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) below with
respect to the Securities.

         (c)     Upon the Company's exercise under paragraph (a) of the option
applicable to this paragraph (c), the Company and the Subsidiary Guarantors
shall be released and discharged from their respective obligations under any
covenant contained in Article 5 and in Sections 4.3 through 4.25 with respect
to the outstanding Securities on and after the date the conditions set forth
below are satisfied (hereinafter, "Covenant Defeasance"), and the Securities
shall thereafter be deemed to be not "outstanding" for the purpose of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder.  For this
purpose, such Covenant Defeasance means that, with respect to the outstanding
Securities, the Company and any Subsidiary Guarantor may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any





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<PAGE>   66
reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1(3), nor shall any event referred to in Section 6.1(4) or (5)
thereafter constitute a Default or an Event of Default thereunder but, except
as specified above, the remainder of this Indenture and such Securities shall
be unaffected thereby.

         (d)     The following shall be the conditions to application of either
paragraph (b) or paragraph (c) above to the outstanding Securities:

                 (1)      The Company shall have irrevocably deposited or
         caused to be deposited, in trust, with the Trustee, for the benefit of
         the Holders, U.S. Legal Tender or direct noncallable obligations of,
         or non-callable obligations guaranteed by, the United States of
         America for the payment of which obligation or guarantee the full
         faith and credit of the United States of America is pledged ("U.S.
         Government Obligations") maturing as to principal and interest in such
         amounts and at such times as are sufficient, without consideration of
         the reinvestment of such interest and after payment of all Federal,
         state and local taxes or other charges or assessments in respect
         thereof payable by the Trustee, in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof (in form and substance reasonably
         satisfactory to the Trustee) delivered to the Trustee, to pay the
         principal of, premium, if any, and interest on all the outstanding
         Securities on the dates on which any such payments are due and payable
         in accordance with the terms of this Indenture and of the Securities
         (whether at stated maturity or on the applicable redemption date);

                 (2)      Such deposits shall not cause the Trustee to have a
         conflicting interest as defined in and for purposes of the TIA;

                 (3)      The Trustee shall have received Officers'
         Certificates stating that no Default or Event of Default or event
         which with notice or lapse of time or both would become a Default or
         an Event of Default with respect to the Securities shall have occurred
         and be continuing on the date of such deposit or, insofar as Section
         6.1(6) or (7) is concerned, at any time during the period ending on
         the 91st day after the date of such deposit (it being understood that
         this condition shall not be deemed satisfied until the expiration of
         such period);

                 (4)      The Trustee shall have received Officers'
         Certificates stating that such deposit will not result in a Default
         under this Indenture or a breach or violation of, or constitute a
         default under, any other material instrument or agreement to which the
         Company or any of its Subsidiaries is a party or by which it or its
         property is bound;

                 (5)      (i)  In the event the Company elects paragraph (b)
         hereof, the Company shall deliver to the Trustee an Opinion of Counsel
         in the United States, in form and substance reasonably satisfactory to
         the Trustee to the effect that (A) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling or





                                       61
<PAGE>   67
         (B) since the Closing Date, there has been a change in the applicable
         federal income tax law, in either case to the effect that, and based
         thereon such Opinion of Counsel shall state that Holders of the
         Securities will not recognize income gain or loss for Federal income
         tax purposes as a result of such deposit and the defeasance
         contemplated hereby and will be subject to Federal income taxes in the
         same manner and at the same times as would have been the case if such
         deposit and defeasance had not occurred, or (ii) in the event the
         Company elects paragraph (c) hereof, the Company shall deliver to the
         Trustee an Opinion of Counsel in the United States, in form and
         substance reasonably satisfactory to the Trustee, to the effect that
         Holders of the Securities will not recognize income, gain or loss for
         Federal income tax purposes as a result of such deposit and the
         defeasance contemplated hereby and will be subject to Federal income
         tax in the same amounts and in the same manner and at the same times
         as would have been the case if such deposit and defeasance had not
         occurred;

                 (6)      The deposit shall not result in the Company, the
         Trustee or the trust becoming or being deemed to be an "investment
         company" under the Investment Company Act of 1940;

                 (7)      The Company shall have delivered to the Trustee an
         Officer's Certificate, in form and substance reasonably satisfactory
         to the Trustee, stating that the deposit under clause (1) was not made
         by the Company or any Subsidiary with the intent of defeating,
         hindering, delaying or defrauding any other creditors of the Company
         or any Subsidiary or others;

                 (8)      The Company shall have delivered to the Trustee an
         Opinion of Counsel, in form and substance reasonably satisfactory to
         the Trustee, to the effect that, (A) the trust funds will not be
         subject to any rights of holders of Indebtedness, including, without
         limitation, those rights arising under this Indenture, and (B) the
         91st day following the deposit after the trust funds will not be
         subject to any applicable Bankruptcy Law; provided, however, that if a
         court were to rule under any such law in any case or proceeding that
         the trust funds remained property of the Company, no opinion needs to
         be given as to the effect of such laws on the trust funds except the
         following:  (A) assuming such trust funds remained in the Trustee's
         possession prior to such court ruling to the extent not paid to
         Holders of Securities, the Trustee will hold, for the benefit of the
         Holders of Securities, a valid and enforceable security interest in
         such trust funds that is not avoidable in bankruptcy or otherwise,
         subject only to principles of equitable subordination, (B) the Holders
         of Securities will be entitled to receive adequate protection of their
         interests in such trust funds if such trust funds are used, and (C) no
         property, rights in property or other interests granted to the Trustee
         or the Holders of Securities in exchange for or with respect to any of
         such funds will be subject to any prior rights of any other person,
         subject only to prior Liens granted under Section 364 of Title 11 of
         the U.S. Bankruptcy Code (or any section of any other Bankruptcy Law
         having the same effect), but still subject to the foregoing clause
         (B); and





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<PAGE>   68
                 (9)      The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent specified herein relating to the defeasance
         contemplated by this Section 8.1 have been complied with.

         In the event all or any portion of the Securities are to be redeemed
through such irrevocable trust, the Company must make arrangements satisfactory
to the Trustee, at the time of such deposit, for the giving of the notice of
such redemption or redemptions by the Trustee in the name and at the expense of
the Company.

SECTION 8.2.     Satisfaction and Discharge.

         This Indenture shall upon the request of the Company cease to be of
further effect (except as provided in Section 8.3) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when

         (a)     either

                 (i)      all Securities theretofore authenticated and
         delivered (other than (A) Securities which have been destroyed, lost
         or stolen and which have been replaced or paid as provided in Section
         2.7 and (B) Securities for whose payment money has been deposited in
         trust with the Trustee or any Paying Agent and thereafter paid to the
         Company or discharged from such trust) have been delivered to the
         Trustee for cancellation; or

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

                          (A)     have become due and payable, or

                          (B)     will become due and payable at their maturity
                 within one year, or

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

and the Company, in the case of clause (A), (B) or (C) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
for such purpose money or U.S. Government Obligations in an amount sufficient
(as certified by an independent public accountant designated by the Company) to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such deposit (in the case of Securities which have
become due and payable) or the stated maturity or Redemption Date, as the case
may be;





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<PAGE>   69
         (b)     the Company has paid or caused to paid all other sums then due
and payable hereunder by the Company;

         (c)     no Default or Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit and after
giving effect to such deposit; and

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

SECTION 8.3.     Survival of Certain Obligations.

         Notwithstanding the satisfaction and discharge of this Indenture and
of the Securities referred to in Section 8.1 or 8.2, the respective obligations
of the Company and the Trustee under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7,
2.8, 2.10, 2.12, 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7(a), 4.2, 6.7, Article Seven,
Sections 8.4,8.5,8.6 and 8.7 shall survive until the Securities are no longer
outstanding, and thereafter the obligations of the Company and the Trustee
under Sections 7.7, 8.4, 8.5, 8.6 and 8.7 shall survive.  Nothing contained in
this Article Eight shall abrogate any of the obligations or duties of the
Trustee under this Indenture.

SECTION 8.4.     Acknowledgment of Discharge by Trustee.

         Subject to Section 8.7, after (i) the conditions of Section 8.1 or 8.2
have been satisfied, (ii) the Company has paid or caused to be paid all other
sums payable hereunder by the Company and (iii) the Company has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee upon written request shall acknowledge in writing the discharge of the
Company's obligations under this Indenture except for those surviving
obligations specified in Section 8.3.

SECTION 8.5.     Application of Trust Assets.

         The Trustee shall hold any U.S. Legal Tender or U.S. Government
Obligations deposited with it pursuant to this Article Eight in the irrevocable
trust established pursuant to Section 8.1 or 8.2.  The Trustee shall apply the
deposited U.S. Legal Tender or the U.S. Government Obligations, together with
earnings thereon, either directly or through the Paying Agent, in accordance
with this Indenture to the payment of principal of and interest on the
Securities.  The U.S. Legal Tender or U.S. Government Obligations so held in
trust and deposited with the Trustee in compliance with Section 8.1 or 8.2
shall not be part of the trust estate under this Indenture, but shall
constitute a separate trust fund for the benefit of all Holders entitled
thereto.

SECTION 8.6.     Repayment to the Company or Subsidiary Guarantors; Unclaimed
Money.





                                       64
<PAGE>   70
         Subject to Sections 7.7 and 8.1, the Trustee shall promptly pay to the
Company, or if deposited with the Trustee by any Subsidiary Guarantor, to such
Subsidiary Guarantor, upon receipt by the Trustee of an Officers' Certificate,
any excess money, determined in accordance with Section 8.1, held by it at any
time.  The Trustee and the Paying Agent shall pay to the Company or any
Subsidiary Guarantor, as the case may be, upon receipt by the Trustee or the
Paying Agent, as the case may be, of an Officers' Certificate, any money held
by it for the payment of principal, premium, if any, or interest that remains
unclaimed for one year after payment to the Holders is required; provided,
however, that the Trustee and the Paying Agent before being required to make
any payment may, but need not, at the expense of the Company cause to be
published once in a newspaper of general circulation in The City of New York or
mail to each Holder entitled to such money notice that such money remains
unclaimed and that after a date specified therein, which shall be at least 30
days from the date of such publication or mailing, any unclaimed balance of
such money then remaining will be repaid to the Company. After payment to the
Company of any Subsidiary Guarantor, as the case may be, Security holders
entitled to money must look solely to the Company for payment as general
creditors unless an applicable abandoned property law designates another
person, and all liability of the Trustee or Paying Agent with respect to such
money shall thereupon cease.

SECTION 8.7.     Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Indenture by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
then and only then the Company's and each Subsidiary Guarantor's, if any,
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had been made pursuant to this Indenture until
such time as the Trustee is permitted to apply all such money or U.S.
Government Obligations in accordance with this Indenture provided, however,
that if the Company or the Subsidiary Guarantors, as the case may be, have made
any payment of principal of, premium, if any, or interest on any Securities
because of the reinstatement of its obligations, the Company or the Subsidiary
Guarantors, as the case may be, shall be, subrogated to the rights of the
holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                  ARTICLE (9)

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.1.     Without Consent of Holders.

         The Company and each Subsidiary Guarantor, when authorized by a Board
Resolution, and the Trustee, together, may amend or supplement this Indenture
or the Securities without notice to or consent of any Securityholder:





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<PAGE>   71
                          (1)     to cure any ambiguity, defect or
                 inconsistency;

                          (2)     to evidence the succession in accordance with
                 Article V hereof of another Person to the Company and the
                 assumption by any such successor of the covenants of the
                 Company herein and in the Securities;

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

                          (4)     to make any other change that does not
                 materially adversely affect the rights of any Securityholders
                 hereunder; or

                          (5)     to comply with any requirements of the SEC in
                 connection with the qualification of this Indenture under the
                 TIA; or

                          (6)     to add or release any Subsidiary Guarantor
                 pursuant to the terms of this Indenture; or


                          (7)     to evidence and provide for the acceptance or
                 appointment hereunder by a successor Trustee with respect to
                 the Securities.

provided that the Company has delivered to the Trustee an Opinion of Counsel
and an Officers' Certificate, each stating that such amendment or supplement
complies with the provisions of this Section 9.1.

SECTION 9.2.     With Consent of Holders.

         Subject to Section 6.7, the Company and each Subsidiary Guarantor,
when authorized by a Board Resolution, and the Trustee, together, with the
written consent of the Holder or Holders of at least a majority in aggregate
principal amount of the outstanding Securities, may amend or supplement this
Indenture, or the Securities, without notice to any other Securityholders.
Subject to Section 6.7, the Holder or Holders of a majority in aggregate
principal amount of the outstanding Securities may waive compliance by the
Company with any provision of this Indenture, or the Securities without notice
to any other Securityholder.  Without the consent of each Securityholder
affected hereby, however, no amendment, supplement or waiver, including a
waiver pursuant to Section 6.4, may:

                 (1)      reduce the principal amount of Securities whose
         Holders must consent to an amendment, supplement or waiver of any
         provision of this Indenture, the Securities or the Subsidiary
         Guarantees;

                 (2)      reduce the rate or change the time for payment of
         interest, including default interest, on any Security;





                                       66
<PAGE>   72
                 (3)      reduce the principal amount of any Security;

                 (4)      change the Maturity Date of any Security, or change
         the date on which any Securities may be subject to redemption or
         repurchase or reduce the redemption price or repurchase price
         therefor;

                 (5)      make any change in provisions of this Indenture
         protecting the right of each Holder to receive payment of principal of
         and interest on such Security on or after the due date thereof or to
         bring suit to enforce such payment, or permitting Holders of a
         majority in principal amount of the Securities to waive Defaults or
         Events of Default;

                 (6)      make any changes in Section 6.4, 6.7 or this Section
         9.2;

                 (7)      make the principal of, or the interest on any
         Security payable in money other than as provided for in this
         Indenture, the Securities and the Guarantees as in effect on the date
         hereof;

                 (8)      affect the ranking of the Securities or the
         Guarantees, in each case in a manner adverse to the Holders;

                 (9)      amend, modify or change the obligation of the Company
         to make or consummate a Change of Control Offer, a Purchase Offer or
         waive any default in the performance thereof or modify any of the
         provisions or definitions with respect to any such offers; or

                 (10)     release any Subsidiary Guarantor from any of its
         obligations under its Subsidiary Guarantee or the Indenture otherwise
         than in accordance with the terms of the Indenture.

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

         After an amendment, supplement or waiver under this Section 9.2
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

SECTION 9.3.     Compliance with TIA.

         From the date on which this Indenture is qualified under the TIA,
every amendment, waiver or supplement of this Indenture or the Securities shall
comply with the TIA as then in effect.





                                       67
<PAGE>   73
SECTION 9.4.     Revocation and Effect of Consents.

         Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made
on any Security.  However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of his Security by notice to the Trustee
or the Company received before the date on which the Trustee receives an
Officers' Certificate certifying that the Holders of the requisite principal
amount of Securities have consented (and not theretofore revoked such consent)
to the amendment, supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver.  If a record date is fixed, then notwithstanding the last
sentence of the immediately preceding paragraph, those persons who were Holders
at such record date (or their duly designated proxies), and only those persons,
shall be entitled to revoke any consent previously given, whether or not such
persons continue to be Holders after such record date.  No such consent shall
be valid or effective for more than 120 days after such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(1 ) through (10) of Section 9.2, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security.

SECTION 9.5.     Notation on or Exchange of Securities.

         If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the
Trustee.  The Trustee may place an appropriate notation on the Security about
the changed terms and return it to the Holder.  Alternatively, if the Company
or the Trustee so determines, the Company in exchange for the Security shall
issue and the Trustee shall authenticate a new Security that reflects the
changed terms.  Failure to make the appropriate notation or issue a new
security shall not affect the validity of such amendment, supplement or waiver.

SECTION 9.6.     Trustee to Sign Amendments, Etc.

         The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine provided that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture.  The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each stating that the execution





                                       68
<PAGE>   74
of any amendment, supplement or waiver authorized pursuant to this Article Nine
is authorized or permitted by this Indenture and constituted the legal, valid
and binding obligations of the Company enforceable in accordance with its
terms.  Such Opinion of Counsel shall be at the expense of the Company, and the
Trustee shall have a lien under Section 7.7 for any such expense.

                                  ARTICLE (10)

                                   GUARANTEE

SECTION 10.1.    Unconditional Guarantee.

         Each Subsidiary Guarantor hereby unconditionally, jointly and
severally, guarantees (such guarantee to be referred to herein as the
"Subsidiary Guarantee") to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, the
Securities or the Obligations of the Company hereunder or thereunder, that:
(i) the principal of and interest on the Securities will be promptly paid in
full when due, subject to any applicable grace period, whether at maturity, by
acceleration or otherwise and interest on the overdue principal, if any, and
interest on any interest, to the extent lawful, of the Securities and all other
Obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (ii) in case of any extension of time of
payment or renewal of any Securities or of any such other obligations, the same
will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration or otherwise, subject, however, in
the case of clauses (i) and (ii) above, to the limitations set forth in Section
10.3.  Each Subsidiary Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action
to enforce the same, any waiver or consent by any Holder of the Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, and action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.  Each Subsidiary Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that this
Subsidiary Guarantee will not be discharged except by complete performance of
the obligations contained in the Securities, this Indenture and in this
Subsidiary Guarantee.  If any Security holder or the Trustee is required by any
court or otherwise to return to the Company, any Subsidiary Guarantor, or any
custodian, trustee, liquidator or other similar official acting in relation to
the Company or any Subsidiary Guarantor, any amount paid by the Company or any
Subsidiary Guarantor to the Trustee or such Security holder, the Subsidiary
Guarantees, to the extent theretofore discharged, shall be reinstated in full
force and effect.  Each Subsidiary Guarantor further agrees that, as between
each Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the





                                       69
<PAGE>   75
obligations guaranteed hereby may be accelerated as provided in Article Six for
the purposes of the Subsidiary Guarantees, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article Six, such obligations (whether or not due and payable)
shall forthwith become due and payable by each Subsidiary Guarantor for the
purpose of the Subsidiary Guarantees.  A Subsidiary Guarantee shall not become
valid or obligatory for any purpose with respect to a Security unless the
certificate of authentication on such Security shall have been signed by or on
behalf of the Trustee.

SECTION 10.2.    Severability.

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

SECTION 10.3.    Limitation of Subsidiary Guarantor's Liability.

         Each Subsidiary Guarantor and by its acceptance hereof each Holder
hereby confirms that it is the intention of all such parties that the guarantee
by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar Federal or state law.  To effectuate the foregoing intention,
the Holders and such Subsidiary Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Guarantor under the Subsidiary Guarantee shall
be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Subsidiary Guarantor in respect of the obligations of such other Subsidiary
Guarantor under its Subsidiary Guarantee or pursuant to Section 10.5, result in
the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not
constituting such fraudulent transfer or conveyance under federal or state law.

SECTION 10.4.    Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

         (a)     Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of a Subsidiary Guarantor
with or into the Company or another Subsidiary Guarantor or shall prevent any
sale of assets or conveyance of the property of a Subsidiary Guarantor as an
entirety or substantially as an entirety, to the Company or another Subsidiary
Guarantor.  Upon any such consolidation, merger, sale or conveyance, the
Subsidiary Guarantee given by such Subsidiary Guarantor shall no longer have
any force or effect.

         (b)     Except as set forth in Article Four, Article Five hereof and
Section 10.4(c), nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of a Subsidiary Guarantor
with or into other Persons other than the Company or another





                                       70
<PAGE>   76
Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor)
or shall prevent any sale of assets, or conveyance of the property, of a
Subsidiary Guarantor as an entirety or substantially as an entirety, to Persons
other than the Company or another Subsidiary Guarantor (whether or not
affiliated with the Subsidiary Guarantor); provided, however, that, (i)
immediately after such transaction, and giving effect thereto such transaction
does not (a) violate any covenants set forth herein or (b) result in a Default
or Event of Default under this Indenture that is continuing, and (ii) upon any
such consolidation, merger, sale or conveyance, the Subsidiary Guarantee set
forth in this Article Ten, and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed by
such Subsidiary Guarantor, shall be expressly assumed (in the event that the
Subsidiary Guarantor is not the surviving Person in the merger), by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee, by the Person formed by such consolidation, or into
which the Subsidiary Guarantor shall have merged, or by the Person that shall
have acquired such assets or property.  In the case of any such consolidation,
merger, sale or conveyance and upon the assumption by the successor
corporation, by supplemental indenture executed and delivered to the Trustee
and satisfactory in form to the Trustee of the due and punctual performance of
all of the covenants and conditions of this Indenture to be performed by the
Subsidiary Guarantor, such successor Person shall succeed to and be substituted
for the Subsidiary Guarantor with the same effect as if it had been named
herein as a Subsidiary Guarantor; provided, however, that solely for purposes
of computing amounts described in subclause (iii) of the first paragraph of
Section 4.3 any such successor Person shall only be deemed to have succeeded to
and be substituted for any Subsidiary Guarantor with respect to periods
subsequent to the effective time of such merger, consolidation or transfer of
assets.

         (c)     Upon the sale or disposition (whether by merger, stock
purchase, asset sale or otherwise) of a Subsidiary Guarantor (or all or
substantially all its assets) to an entity which is not a Subsidiary of the
Company and which sale or disposition is otherwise in compliance with the terms
of this Indenture (including, without limitation, Sections 4.17, 4.20 and
4.21), such Subsidiary Guarantor shall be deemed released from all obligations
under this Article Ten without any further action required on the part of the
Trustee or any Holder; provided, however, that any such termination shall occur
only to the extent that all obligations of such Subsidiary Guarantor under all
of its guarantees of, and under all of its pledges of assets or other security
interests which secure, any other Indebtedness of the Company shall also
terminate upon such release, sale or transfer.

         The Trustee shall deliver an appropriate instrument or instruments
evidencing such release upon receipt of a request by the Company accompanied by
an Officers' Certificate and Opinion of Counsel certifying as to the compliance
with this Section 10.4.  Any Subsidiary Guarantor not so released remains
liable for the full amount of principal of and interest on the Securities as
provided in this Article Twelve.







                                       71
<PAGE>   77
SECTION 10.5.    Contribution.

         In order to provide for just and equitable contribution among the
Subsidiary Guarantors, the Subsidiary Guarantors agree, inter se, that in the
event any payment or distribution is made by any Subsidiary Guarantor (a
"Funding Guarantor") under the Subsidiary Guarantee, such Funding Guarantor
shall be entitled to a contribution from all other Subsidiary Guarantors in a
pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor
(including the Funding Guarantor) for all payments, damages and expenses
incurred by that Funding Guarantor in discharging the Company's obligations
with respect to the Securities or any other Subsidiary Guarantor's obligations
with respect to the Subsidiary Guarantee.  "Adjusted Net Assets" of such
Subsidiary Guarantor at any date shall mean the lesser of the amount by which
(x) the fair value of the property of such Subsidiary Guarantor exceeds the
total amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent liabilities
incurred or assumed on such date (other than liabilities of such Subsidiary
Guarantor under Indebtedness Subordinated to such Subsidiary Guarantor's
Subsidiary Guarantee)), but excluding liabilities under the Subsidiary
Guarantee, of such Subsidiary Guarantor at such date and (y) the present fair
salable value of the assets of such Subsidiary Guarantor at such date exceeds
the amount that will be required to pay the probable liability of such
Subsidiary Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date and after giving effect
to any collection from any Subsidiary of such Subsidiary Guarantor in respect
of the obligations of such Subsidiary under the Subsidiary Guarantee),
excluding debt in respect of the Subsidiary Guarantee of such Subsidiary
Guarantor, as they become absolute and matured.

SECTION 10.6.    Waiver of Subrogation.

         Until all Subsidiary Guarantee Obligations are paid in full each
Subsidiary Guarantor hereby irrevocably waives any claims or other rights which
it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of such Subsidiary Guarantor's
obligations under the Subsidiary Guarantee and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Securities against the Company, whether or not such claim, remedy or
right arises in equity, or under contract, statute or common law, including,
without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights.  If any amount
shall be paid to any Subsidiary Guarantor in violation of the preceding
sentence and the Securities shall not have been paid in full, such amount shall
have been deemed to have been paid to such Subsidiary Guarantor for the benefit
of, and held in trust for the benefit of,  the Holders of the Securities, and
shall, forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon the Securities, whether matured or unmatured, in
accordance with the terms of this Indenture.  Each Subsidiary Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 10.6 is knowingly made in contemplation of such benefits.





                                       72
<PAGE>   78
SECTION 10.7.    Execution of Subsidiary Guarantee.

         To evidence their guarantee to the Security holders set forth in this
Article Ten, the Subsidiary Guarantors hereby agree to execute the Subsidiary
Guarantee in substantially the form included in Exhibit A-1 and A-2, which
shall be endorsed on each Security ordered to be authenticated and delivered by
the Trustee.  Each Subsidiary Guarantor hereby agrees that its Subsidiary
Guarantee set forth in this Article Ten shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such
Subsidiary Guarantee.  Each such Subsidiary Guarantee shall be signed on behalf
of each Subsidiary Guarantor by an Officer (who shall, in each case, have been
duly authorized by all requisite corporate actions) prior to the authentication
of the Security on which it is endorsed, and the delivery of such Security by
the Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Subsidiary Guarantee on behalf of such Subsidiary Guarantor.
Such signature upon the Subsidiary Guarantee may be by manual or facsimile
signature of such Officer and may be imprinted or otherwise reproduced on the
Subsidiary Guarantee, and in case any such Officer who shall have signed the
Subsidiary Guarantee shall cease to be such officer before the Security on
which such Subsidiary Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Security
nevertheless may be authenticated and delivered or disposed of as though the
person who signed the Subsidiary Guarantee had not ceased to be such Officer of
the Subsidiary Guarantor.

SECTION 10.8.    Waiver of Stay, Extension or Usury Laws.

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

                                  ARTICLE (11)
                          SUBORDINATION OF SECURITIES

SECTION 11.1.    Agreement to Subordinate.  The Company, each Subsidiary
Guarantor and the Trustee agree, and each Holder by acceptance thereof likewise
acknowledges and agrees, that all Securities and Subsidiary Guarantees shall be
issued subject to this Article 11; and each Person holding any Security and
Subsidiary Guarantee, whether upon original issue or upon transfer, assignment
or exchange thereof accepts and agrees that the payment of  principal of,
premium, if any, and interest on the Securities will be subordinated to the
prior payment in full of





                                       73
<PAGE>   79
all Obligations with respect to the Senior Debt.

SECTION 11.2.    Payment to Securityholders.  (a)  Neither the Company nor any
Subsidiary Guarantor may make any payment upon or in respect of the Securities
(except in securities that are subordinated at least to the same extent as the
Securities to such Senior Debt and any securities issued in exchange for such
Senior Debt) if:

                 (i)      a default in the payment of the principal of or
         interest on the Senior Debt occurs and is continuing beyond any
         applicable grace period; or

                 (ii)     any other default occurs and is continuing with
         respect to the Senior Debt that permits holders of the Senior Debt as
         to which such default relates to accelerate its maturity and the
         Trustee receives a notice of such default under this Section 11.2 (a
         "Payment Blockage Notice") from the Company or the holders of any
         Senior Debt.

                 (b)      The Company or any Subsidiary Guarantor shall resume
payments on and distributions in respect of the Securities, and all Obligations
with respect thereto, and may acquire them:

                 (i)      in the case of a payment default, when such payment
         default is cured or waived, and

                 (ii)     in case of a nonpayment default, the earlier of the
         date on which such nonpayment default is cured or waived or 179 days
         after the date on which the applicable Payment Blockage Notice is
         received, unless the maturity of any Senior Debt has been accelerated.

                 (c)      No new period of payment blockage may be commenced
within 360 days after the receipt by the Trustee of any prior Payment Blockage
Notice.  No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee will be, or be made, the
basis for a subsequent Payment Blockage Notice (unless such nonpayment default
shall have been cured or waived for a period of not less than 181 days).

                 (d)      If payment of the Securities is accelerated because
of an Event of Default, the Company shall promptly notify each holder of Senior
Debt.

                 (e)      Upon (i) any acceleration of the principal amount due
on the Securities or (ii) any payment or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding up or total or partial liquidation or
arrangement or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all amounts
due or to become due upon all Senior Debt shall first be paid in full, or
payment thereof provided for in accordance with its terms, before any payment
is made on account of the principal of or premium, if any, or





                                       74
<PAGE>   80
interest on the indebtedness evidenced by the Securities, and upon any such
dissolution or winding up or liquidation, arrangement or reorganization any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holders or the Trustee
under this Indenture would be entitled, except for the provisions hereof, shall
be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, or by the
Holders or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Debt (pro rata to such holders on the basis
of the respective amounts of Senior Debt held by such holders) or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing any of such Senior Debt may have
been issued, as their respective interests may appear to the extent necessary
to pay all Senior Debt in full, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Debt, before any payment or
distribution is made to the holders of the indebtedness evidenced by the
Securities or to the Trustee under this Indenture.

         (f)     In the event that, notwithstanding the provisions of
subsection (a) or (e) of this Section 11.2, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing, shall be received by the Trustee under
this Indenture or the Holders before all Senior Debt is paid in full or
provision is made for such payment in accordance with its terms, such payment
or distribution shall be held in trust for the benefit of and shall be paid
over or delivered to the holders of such Senior Debt or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Debt may have been issued,
as their respective interests may appear, for application to the payment of all
Senior Debt remaining unpaid until all such Senior Debt shall have been paid in
full in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Debt.

         (g)     For purposes of this Article 11, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of arrangement, reorganization or
readjustment, the payment of which is subordinated (at least to the extent
provided in this Article 11 with respect to the Securities) to the payment of
all Senior Debt which may at the time be outstanding; provided, that (i) the
Senior Debt is assumed by the new corporation, if any, resulting from any such
arrangement, reorganization or readjustment, and (ii) the rights of the holders
of the Senior Debt are not, without the consent of such holders, altered by
such arrangement, reorganization or readjustment.  The consolidation of the
Company with, or the merger of the Company into, another corporation or the
liquidation or dissolution of the Company following the conveyance or transfer
of its property as an entirety, or substantially as an entirety, to another
corporation upon the terms and conditions provided herein shall not be deemed a
dissolution, winding up, liquidation or reorganization for the purposes of this
Section 11.2 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated herein.
Nothing in this Section shall apply to claims of, or payments to, the Trustee
under or pursuant to any provision of this Indenture, except as





                                       75
<PAGE>   81
provided therein. This Section shall be subject to the further provisions of
Section 11.5.

SECTION 11.3.    Subrogation of Securities.  (a)  Subject to the payment in
full of all Senior Debt, Holders shall be subrogated to the rights of the
holders of Senior Debt to receive payments or distributions of cash, property
or securities of the Company or any Subsidiary Guarantor applicable to the
Senior Debt until the principal of and interest on the Securities shall be paid
in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of such Senior Debt of any cash, property or
securities to which the Holders or any Subsidiary Guarantor or the Trustee on
their behalf would be entitled except for the provisions of this Article 11,
and no payment over pursuant to the provisions of this Article 11 to the
holders of such Senior Debt by Holders or the Trustee on their behalf shall, as
between the Company or any Subsidiary Guarantor, as the case may be, its
creditors other than holders of Senior Debt and the Holders, be deemed to be a
payment by the Company or such Subsidiary Guarantor to or on account of such
Senior Debt; and no payments or distributions of cash, property or securities
to or for the benefit of the holders pursuant to the subrogation provision of
this Article 11, which would otherwise have been paid to the holder of Senior
Debt shall be deemed to be a payment by the Company or any Subsidiary Guarantor
to or for the account of the Securities.  It is understood that the provisions
of this Article 11 are and are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of the Senior
Debt, on the other hand.

         (b)     Nothing contained in this Article 11 or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company or a Subsidiary Guarantor, on the one hand, and their creditors (other
than the holders of Senior Debt), and the Holders, the obligation of the
Company or such Subsidiary Guarantors, which is absolute and unconditional, on
the other, to pay to the Holders the principal of and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders and creditors of the Company or such Subsidiary Guarantors, as the case
may be, other than the holders of the Senior Debt, nor shall anything herein or
therein prevent a Holder or the Trustee on his behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article 11 of the holders
of Senior Debt in respect of cash, property or securities of the Company or any
Subsidiary Guarantor received upon the exercise of any such remedy.

         (c)     Upon any payment or distribution of assets of the Company or
any Subsidiary Guarantor referred to in this Article 11, the Trustee, subject
to Section 7.1, and the Holders shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding up, liquidation, arrangement or reorganization proceedings
are pending, or a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Debt and other indebtedness of the Company or any Subsidiary Guarantor, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts





                                       76
<PAGE>   82
pertinent thereto or to this Article 11.

SECTION 11.4.    Authorization by Securityholders.  Each Holder by his
acceptance thereof authorizes the Trustee in his behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in
this Article 11 and appoints the Trustee his attorney in fact for any and all
such purposes.

SECTION 11.5.    Notice to Trustee.  (a)  The Company and each Subsidiary
Guarantor, as the case may be, shall give prompt written notice to the Trustee
and to any Paying Agent of any fact known to the Company or such Subsidiary
Guarantor which would prohibit the making of any payment of moneys to or by the
Trustee or any Paying Agent in respect of the Securities pursuant to the
provisions of this Article 11.  Regardless of anything to the contrary
contained in this Article 11 or elsewhere in this Indenture, the Trustee shall
not be charged with knowledge of the existence of any Senior Debt or of any
default or event of default with respect to any Senior Debt or of any other
facts which would prohibit the making of any payment of moneys to or by the
Trustee, unless and until the Trustee shall have received notice in writing at
its principal Corporate Trust Office to that effect signed by an officer of the
Company or Subsidiary Guarantor, as the case may be, or by a holder or agent of
a holder of Senior Debt who shall have been certified by the Company or such
Subsidiary Guarantor, or otherwise established to the reasonable satisfaction
of the Trustee to be such holder or agent, or by the trustee under any
indenture pursuant to which such Senior Debt shall be outstanding, and, prior
to the receipt of any such written notice, the Trustee shall, subject to
Section 7.1, be entitled to assume that no such facts exist; provided that if
on a date at least three business days prior to the date upon which by the
terms hereof any such moneys shall become payable for any purpose (including,
without limitation, the payment of the principal of, or interest on any
Security) the Trustee shall not have received with respect to such moneys the
notice provided for in this Section, then, regardless of anything herein to the
contrary, the Trustee shall have full power and authority to receive such
moneys and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such prior date.

         (b)     Notwithstanding anything to the contrary herein, nothing shall
prevent (a) any payment by the Company or any Subsidiary Guarantor or the
Trustee to the Holders of amounts in connection with a redemption of Securities
if (i) notice of such redemption has been given pursuant to Article 3 prior to
the receipt by the Trustee of written notice as aforesaid, and (ii) such notice
of redemption is given not earlier than 60 days before the redemption date, or
(b) any payment by the Trustee to the Securityholders of amounts deposited with
it pursuant to Article 8.

         (c)     The Trustee shall be entitled to rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior Debt
(or a trustee on behalf of such holder) to establish that such notice has been
given by a holder of Senior Debt or a trustee on behalf of any such holder.  In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any





                                       77
<PAGE>   83
payment or distribution pursuant to this Article 11, the Trustee shall request
such Person to furnish evidence to the reasonable satisfaction of the Trustee
as to the amount of Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article 11, and, if
such evidence is not furnished the Trustee, may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

SECTION 11.6.    Trustee's Relation to Senior Debt Holders.  (a)  The Trustee,
any agent of the Company, a Subsidiary Guarantor or the Trustee shall be
entitled to all the rights set forth in this Article 11 with respect to any
Senior Debt which may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Senior Debt and nothing in
this Indenture shall deprive the Trustee or any such agent, of any of its
rights as such holder.  Nothing in this Article 11 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.7.

         (b)     With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 11, and no implied covenants or
obligations with respect to the holders of Senior Debt of the Company or any
Subsidiary Guarantor shall be read into this Indenture against the Trustee.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt and the Trustee shall not be liable to any holder of Senior Debt if
it shall pay over or deliver to Holders, the Company, any Subsidiary Guarantor
any other Person moneys or assets to which any holder of Senior Debt shall be
entitled by virtue of this Article 11 or otherwise.

SECTION 11.7.  No Impairment of Subordination.  No right of any present or
future holder of any Senior Debt to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or any Subsidiary Guarantor or by any act or
failure to act, in good faith, by any such holder, or by any noncompliance by
the Company or such Subsidiary Guarantor with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with.



                                  ARTICLE (12)

                                 MISCELLANEOUS

SECTION 12.1.    TIA Controls.

         If any provision of this Indenture limits, qualifies, or conflicts
with the duties imposed by





                                       78
<PAGE>   84
operation of Sections 310 to 318, inclusively of the TIA, the imposed duties
shall control.

SECTION 12.2.    Notices.

         Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by telecopier or registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:

         if to the Company or any Subsidiary Guarantor:

         Packaged Ice, Inc.
         8572 Katy Freeway
         Suite 101
         Houston, Texas 77024

         Attention:       President

         with copies to:

         Akin, Gump, Strauss, Hauer & Feld, L.L.P.
         300 Convent Street, Suite 1500
         San Antonio,Texas 78205
         Attention: Alan Schoenbaum

         Facsimile:       (210) 224-2035
         Telephone:       (210) 281-7000

         if to the Trustee:


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

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

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

         Attention:

         Facsimile:       
                   -------------------------
         Telephone:       
                   -------------------------

         Each of the Company, the Subsidiary Guarantors and the Trustee by
written notice to each other such person may designate additional or different
addresses for notices to such person.  Any notice or communication to the
Company and the Trustee, shall be deemed to have been given or made as of the
date so delivered if personally delivered; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and five (5) calendar days after
mailing if sent by





                                       79
<PAGE>   85
registered or certified mail, postage prepaid (except that a notice of change
of address shall not be deemed to have been given until actually received by
the addressee).

         Any notice or communication mailed to a Security holder shall be
mailed to him by first class mail or other equivalent means at his address as
it appears on the registration books of the Registrar and shall be sufficiently
given to him if so mailed within the time prescribed.

         Failure to mail a notice or communication to a Security holder or any
defect in it shall not affect its sufficiency with respect to other Security
holders.  If a notice or communication is mailed in the manner provided above,
it is duly given, whether or not the addressee receives it.

SECTION 12.3.    Communications by Holders with Other Holders.

         Security holders may communicate pursuant to TIA ' 312(b) with other
Security holders with respect to their rights under this Indenture, the
Securities or the Subsidiary Guarantees.  The Company, the Trustee, the
Registrar and any other person shall have the protection of TIA ' 312(c).

SECTION 12.4.    Certificate and Opinion as to Conditions Precedent.

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

                 (1)      an Officers' Certificate, in form and substance
         satisfactory to the Trustee, stating that, in the opinion of the
         signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                 (2)      an Opinion of Counsel stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

SECTION 12.5.    Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

                 (3)      a statement that, in the opinion of such person, he 
         has made such





                                       80
<PAGE>   86
         examination or investigation as is necessary to enable him to express
         an informed opinion as to whether  or not such covenant or condition
         has been complied with; and

                 (4)      a statement as to whether or not, in the opinion of
         each such person, such condition or covenant has been complied with;
         provided, however, that with respect to matters of fact an Opinion of
         Counsel may rely on an Officers' Certificate or certificates of public
         officials.

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

SECTION 12.6.    Rules by Trustee, Paying Agent, Registrar.

         The Trustee, Paying Agent or Registrar may make reasonable rules for
its functions.

SECTION 12.7.    Legal Holidays.

         If a payment date is not a Business Day, payment may be made on the
next succeeding day that is a Business Day and no interest shall accrue for the
period from such Redemption Date to such succeeding Business Day.

SECTION 12.8.    Governing Law.

         THIS INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.  Each
of the parties hereto agrees to submit to the nonexclusive jurisdiction of the
competent courts of the State of New York sitting in The City of New York in
any action or proceeding arising out of or relating to this Indenture or the
Securities.

SECTION 12.9.    No Adverse Interpretation of Other Agreements.

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

SECTION 12.10.   No Recourse Against Others.

         A director, officer, employee, stockholder, partner or incorporator,
as such, of the





                                       81
<PAGE>   87
Company or any Subsidiary Guarantor whether past, present or future shall not
have any liability for any obligations of the Company or such Subsidiary
Guarantor under the Securities, this Indenture or the Subsidiary Guarantees or
for any claim based on, in respect of or by reason of such obligations or their
creation.  Each Security holder by accepting a Security waives and releases all
such liability.  Such waiver and release are part of the consideration for the
issuance of the Securities.

SECTION 12.11.   Successors.

         All agreements of the Company and the Subsidiary Guarantors in this
Indenture, the Securities and the Subsidiary Guarantees, as the case may be,
shall bind their respective successors All agreements of the Trustee in this
Indenture shall bind its successor.

SECTION 12.12.   Duplicate Originals.

         All parties may sign any number of copies of this Indenture.  Each
signed copy or counterpart shall be an original, but all of them together shall
represent the same agreement.

SECTION 12.13.   Severability.

         In case any one or more of the provisions in this Indenture, in the
Securities or in the Guarantees shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.





                                       82
<PAGE>   88
                                   SIGNATURES

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

                                        PACKAGED ICE, INC.

                                        By:
                                           -----------------------------------
                                        Name:  James F. Stuart
                                        Title: Chairman of the Board and
                                               Chief Executive Officer



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

                                        THE SUBSIDIARY GUARANTORS:

PACKAGED ICE SOUTHWEST, INC.            PACKAGED ICE LEASING, INC.


By:                                     By:
   --------------------------------        -----------------------------------
Name:  James F. Stuart                  Name:  James F. Stuart
Title: Chairman of the Board and        Title: Chairman of the Board and
       Chief Executive Officer                 Chief Executive Officer

SOUTHERN BOTTLED WATER                  SOUTHCO ICE, INC.
COMPANY, INC.

By:                                     By:
   --------------------------------        -----------------------------------
Name:  James F. Stuart                  Name:  James F. Stuart
Title: Chairman of the Board and        Title: Chairman of the Board and
       Chief Executive Officer                 Chief Executive Officer

REDDY ICE CORPORATION                   MISSION PARTY ICE, INC.

By:                                     By:
   --------------------------------        -----------------------------------
Name:  James F. Stuart                  Name:  James F. Stuart
Title: Chairman of the Board and        Title: Chairman of the Board and
       Chief Executive Officer                 Chief Executive Officer

GOLDEN EAGLE ICE --                     SOUTHWEST TEXAS PACKAGED ICE, INC.
TEXAS, INC.                             as Trustee

By:                                     By:
   --------------------------------        -----------------------------------
Name:  James F. Stuart                  Name:  James F. Stuart
Title: Chairman of the Board            Title: Chairman of the Board and
       and Chief Executive Officer             Chief Executive Officer

                                        SOUTHWESTERN ICE, INC.

                                        By:
                                           -----------------------------------
                                        Name:  James F. Stuart
                                        Title: Chairman of the Board and
                                               Chief Executive Officer





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