<PAGE>   1
                                                                   EXHIBIT 4.1

                                                                 EXECUTION COPY
===============================================================================












                      PROTECTION ONE ALARM MONITORING, INC.
                                    as Issuer
                              PROTECTION ONE, INC.,
                               WESTSEC, INC., and
                             WESTAR SECURITY, INC.,
                                  as Guarantors




                              SERIES A AND SERIES B
                          7 3/8% SENIOR NOTES DUE 2005



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


                                    INDENTURE

                           Dated as of August 17, 1998



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


                              THE BANK OF NEW YORK

                                     Trustee


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








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


<PAGE>   2


                             CROSS-REFERENCE TABLE*


<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                Indenture Section
<S>                                                          <C>
310  (a)(1)..................................................         7.10
     (a)(2)..................................................         7.10
     (a)(3)..................................................         N.A.
     (a)(4)..................................................         N.A.
     (a)(5)..................................................         7.10
     (b).....................................................         7.10
     (c).....................................................         N.A.
311  (a).....................................................         7.11
     (b).....................................................         7.11
     (c).....................................................         N.A.
312  (a).....................................................         2.05
     (b).....................................................        11.03
     (c).....................................................        11.03
313  (a).....................................................         7.06
     (b)(1)..................................................        10.03
     (b)(2)..................................................         7.07
     (c).....................................................  7.06; 11.02
     (d).....................................................         7.06
314  (a).....................................................  4.03; 11.02
     (b).....................................................        10.02
     (c)(1)..................................................        11.04
     (c)(2)..................................................        11.04
     (c)(3)..................................................         N.A.
     (e).....................................................        11.05
     (f).....................................................         N.A.
315  (a).....................................................         7.01
     (b).....................................................  7.05, 11.02
     (c).....................................................         7.01
     (d).....................................................         7.01
     (e).....................................................         6.11
316  (a) (last sentence).....................................         2.09
     (a)(1)(A)...............................................         6.05
     (a)(1)(B)...............................................         6.04
     (a)(2)..................................................         N.A.
     (b).....................................................         6.07
     (c).....................................................         2.12
317  (a)(1)..................................................         6.08
     (a)(2)..................................................         6.09
     (b).....................................................         2.04
318  (a).....................................................        11.01
     (b).....................................................         N.A.
     (c).....................................................        11.01
</TABLE>

         N.A. means not applicable.
         *  This Cross Reference Table is not part of the Indenture.


<PAGE>   3

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                          Page
                                                                          ----
<S>               <C>                                                     <C>
                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions................................................5
Section 1.02.     Other Definitions.........................................10
Section 1.03.     Incorporation by Reference of Trust Indenture Act.........11
Section 1.04.     Rules of Construction.....................................11

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01.     Form and Dating...........................................11
Section 2.02.     Execution and Authentication..............................12
Section 2.03.     Regulation, Registration of Transfer and Exchange.........13
Section 2.04.     Paying Agent to Hold Money in Trust.......................13
Section 2.05.     Transfer and Exchange.....................................13
Section 2.06.     Replacement Notes.........................................24
Section 2.07.     Outstanding Notes.........................................24
Section 2.08.     Treasury Notes............................................25
Section 2.09.     Temporary Notes...........................................25
Section 2.10.     Cancellation..............................................25
Section 2.11.     Defaulted Interest........................................25
Section 2.12.     CUSIP Numbers.............................................26

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee........................................26
Section 3.02.     Selection of Notes to Be Redeemed.........................26
Section 3.03.     Notice of Redemption......................................26
Section 3.04.     Deposit of Redemption Price...............................27
Section 3.05.     Notes Redeemed in Part....................................28
Section 3.06.     Optional Redemption.......................................28
Section 3.07.     Mandatory Redemption......................................28

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01.     Payment of Notes..........................................28
Section 4.02.     Maintenance of Office or Agency...........................28
Section 4.03.     Compliance Certificate....................................29
Section 4.04.     Taxes.....................................................29
Section 4.05.     Stay, Extension and Usury Laws............................29
Section 4.06.     Liens.....................................................29
Section 4.07.     Sale and Leaseback Transactions...........................30
</TABLE>



<PAGE>   4


<TABLE>
<S>               <C>                                                      <C>
Section 4.08.     Corporate Existence.......................................31
Section 4.09.     Offer to Repurchase Upon Change of Control................31
Section 4.10.     Money for Payments to Be Held in Trust....................32
Section 4.11.     Waiver of Certain Covenants...............................33
Section 4.12.     Statement by Officers as to Default.......................33

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets..................33
Section 5.02.     Successor Person Substituted..............................34

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default.........................................34
Section 6.02.     Acceleration..............................................35
Section 6.03.     Collection of Indebtedness and Suits for Enforcement by
                  Trustee...................................................35
Section 6.04.     Trustee May File Proofs of Claim..........................36
Section 6.05.     Trustee May Enforce Claims Without Possession of Notes....37
Section 6.06.     Application of Money Collected............................37
Section 6.07.     Limitation on Suits.......................................37
Section 6.08.     Unconditional Right of Holders to Receive Principal,
                  Premium and Interest......................................38
Section 6.09.     Restoration of Rights and Remedies........................38
Section 6.10.     Rights and Remedies Cumulative............................38
Section 6.11.     Delay or Omission Not Waiver..............................39
Section 6.12.     Control by Holders........................................39
Section 6.13.     Waiver of Past Defaults...................................39

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01.     Notice of Defaults........................................40
Section 7.02.     Certain Rights of Trustee.................................41
Section 7.03.     Trustee Not Responsible for Recitals or Issuance of 
                  Notes.....................................................42
Section 7.04.     May Hold Notes............................................42
Section 7.05.     Money Held in Trust.......................................42
Section 7.06.     Compensation and Reimbursement............................42
Section 7.07.     Corporate Trustee Required; Eligibility; Conflicting
                  Interest..................................................43
Section 7.08.     Resignation and Removal; Appointment of Successor.........43
Section 7.09.     Acceptance of Appointment by Successor....................44
Section 7.10.     Merger, Conversion, Consolidation or Succession to
                  Business..................................................45
Section 7.11.     Appointment of Authenticating Agent.......................45

                                   ARTICLE 8.
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Defeasance or Covenant Defeasance........46
</TABLE>



<PAGE>   5

<TABLE>
<S>               <C>                                                      <C>
Section 8.02.     Defeasance and Discharge..................................47
Section 8.03.     Covenant Defeasance.......................................47
Section 8.04.     Conditions to Defeasance or Covenant Defeasance...........47
Section 8.05.     Deposited Money and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions.....................48
Section 8.06.     Repayment to Company......................................49
Section 8.07.     Reinstatement.............................................49

                                   ARTICLE 9.
                             SUPPLEMENTAL INDENTURE

Section 9.01.     Supplemental Indentures Without Consent of Holders........49
Section 9.02.     Supplemental Indentures with Consent of Holders...........50
Section 9.03.     Execution of Supplemental Indentures......................51
Section 9.04.     Effect of Supplemental Indentures.........................51
Section 9.05.     Conformity with Trust Indenture Act.......................51
Section 9.06.     Reference in Notes to Supplemental Indentures.............51

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01.    Note Guarantee............................................52
Section 10.02.    Obligations Unconditional.................................54
Section 10.03.    Release of Note Guarantees................................54
Section 10.04.    Notice to Trustee.........................................54
Section 10.05.    This Article not to Prevent Events of Default.............54
Section 10.06.    Execution and Delivery of Note Guarantee..................54
Section 10.07.    Subsidiary Guarantees.....................................55

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01.    Satisfaction and Discharge................................56
Section 11.02.    Application of Trust Money................................57
Section 11.03.    Repayment of Trust Money..................................57

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01.    Trust Indenture Act Controls..............................57
Section 12.02.    Notices...................................................57

                                   ARTICLE 13.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 13.01.    Disclosure of Names and Addresses of Holders..............58
Section 13.02.    Reports by Trustee........................................59
Section 13.03.    Reports by Company........................................59
Section 13.04.    Communication by Holders of Notes with Other Holders of
                  Notes.....................................................60
Section 13.05.    Certificate and Opinion as to Conditions Precedent........60
</TABLE>


<PAGE>   6

<TABLE>
<S>               <C>                                                       <C>
Section 13.06.    Statements Required in Certificate or Opinion.............60
Section 13.07.    Rules by Trustee and Agents...............................61
Section 13.08.    No Personal Liability of Directors, Officers, Employees
                  and Stockholders..........................................61
Section 13.09.    Governing Law.............................................61
Section 13.10.    No Adverse Interpretation of Other Agreements.............61
Section 13.11.    Successors................................................61
Section 13.12.    Severability..............................................61
Section 13.13.    Counterpart Originals.....................................61
Section 13.14.    Table of Contents, Headings, etc..........................62
Section 13.15.    Acts of Holders...........................................62
Section 13.16.    Legal Holidays............................................63
Section 13.17.    Benefits of Indenture.....................................63
</TABLE>


                           EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                  INVESTOR
Exhibit E         FORM OF NOTE GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE



<PAGE>   7

           INDENTURE dated as of August 17, 1998 among Protection One Alarm
Monitoring, Inc., a Delaware corporation (the "Company"), the Guarantors and The
Bank of New York, a New York banking corporation, as trustee (the "Trustee").

           The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 73/8% Senior Notes due 2005 (the "Initial Notes") and the 73/8% Senior Notes
due 2005 to be issued in connection with Exchange Offer (the "Exchange Notes"
and, together with the Initial Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.     Definitions.

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

                  (1) the terms defined in this Article 1 have the meanings
         assigned to them in this Article 1 and include the plural as well as
         the singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein, and the terms "cash transaction" and
         "self-liquidating paper", as used in TIA Section 311, shall have the
         meanings assigned to them in the rules of the SEC adopted under the
         Trust Indenture Act;

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

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

           "Act", when used with respect to any Holder, has the meaning
specified in Section 13.15.

           "144A Global Note" means a global note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

           "Acquired Debt" means, with respect to any specified Person, (i) Debt
of any other Person existing at the time such other Person is merged with or
into or became a Subsidiary of such specified Person, including, without
limitation, Debt incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person
and (ii) Debt encumbering any assets acquired by such specified Person.



<PAGE>   8

           "Adjusted Treasury Rate" means with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.50%.

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

           "Agent" means any Registrar, Paying Agent or co-registrar.

           "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Cedel that apply to such transfer or
exchange.

           "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable at any date as of which the amount thereof is to be
determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining term thereof, excluding renewals,
discounted at a rate per annum equal to the prevailing market interest rate, at
the time such lease was entered into, on United States Treasury obligations
having a maturity substantially the same as the average term of such lease, plus
3%. The net amount of rent required to be paid under any such lease for any such
period shall be the amount of the rent payable by the lessee with respect to
such period, after excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges and contingent rents such as those based on sales. In the case of any
lease which is terminable by the lessee upon the payment of a penalty, such net
amount shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated.

           "Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Notes.

           "Authorized Newspaper" means a newspaper, in the English language,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in The City of New
York. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
newspapers in The City of New York meeting the foregoing requirements and in
each case on any Business Day.

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

           "Board of Directors" means either the board of directors of the
Company, or any duly authorized committee of that Board.

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



                                       2
<PAGE>   9

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

           "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

           "Capital Stock" means (a) in the case of a corporation, corporate
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

           "Cedel" means Cedel Bank, SA, or its successor.

           "Change of Control" means (i) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act), other than the Principal and its Related Parties, 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 35% of the Voting Stock of POI or the
Company (measured by voting power rather than number of shares) or (ii) the
first day on which a majority of the members of the Board of Directors of POI or
the Company are not Continuing Directors.

           "Change of Control Triggering Event" means the occurrence of both a
Change of Control and a Rating Decline.

           "Company" means Protection One Alarm Monitoring, Inc., and any and
all successors thereto.

           "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chief Executive Officer, its President,
its Chief Financial Officer, any Vice President, its Treasurer or any Assistant
Treasurer, its Secretary or any Assistant Secretary and delivered to the
Trustee.

           "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.

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



                                       3
<PAGE>   10
           "Conditional Redemption" means a redemption pursuant to a notice of
redemption that provides that such redemption is subject to the occurrence of
any event before the date fixed for such redemption as described in such notice
of redemption.

           "Consolidated Net Assets" means the total assets shown on the most
recent quarterly reviewed consolidated balance sheet of the Company and its
consolidated subsidiaries, after deducting the amount of all current liabilities
and goodwill and trademarks.

           "Continuing Directors" 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 date of this Indenture or (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 at the time of such
nomination or election.

           "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 11.02 hereof or such other address as to which
the Trustee may give notice to the Company.

           "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

           "Debt" means notes, bonds, debenture or other similar evidence of
indebtedness for money borrowed.

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

           "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

           "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

           "Domestic Subsidiary" means a subsidiary organized under the laws of
one of the states of the United States or the District of Columbia.

           "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

           "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

           "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

           "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.



                                       4
<PAGE>   11

           "Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of the
United States Code, as amended from time to time.

           "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 have been approved by a significant segment
of the accounting profession, which are in effect on the date of this Indenture.

           "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

           "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

           "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

           "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt or other obligation of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Debt or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

           "Guarantors" means Protection One, Inc., a Delaware corporation
("POI"), the Subsidiary Guarantors, Westar Security, Inc., a Kansas corporation
and WestSec, Inc., a Kansas corporation, and each other Person that executes a
Note Guarantee in accordance with the provisions of this Indenture, and their
respective successors and assigns.

           "Holder" means a Person in whose name a Note is registered.

           "Indenture" means this Indenture, as amended or supplemented from
time to time.

           "Independent Investment Banker" means the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.

           "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

           "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

           "Investment Grade Rating" means a rating equal to or higher than Baa3
(or the equivalent) and BBB- (or the equivalent) by Moody's Investors Service,
Inc. (or any successor to the rating agency



                                       5
<PAGE>   12

business thereof) and Standard & Poor's Ratings Group (or any successor to the
rating agency business thereof), respectively.

           "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

           "Lien" means any mortgage, charge, security interest, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other) or preference, priority or other security agreement except: (a) liens for
taxes, assessments, levies and other governmental charges (i) which are not yet
delinquent or (ii) which are being contested in good faith by all appropriate
proceedings; (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, brokers' or other like liens (i) which do not remain unsatisfied or
undischarged for a period of more than 90 days or (ii) which are being contested
in good faith by all appropriate proceedings; (c) attachment or judgment liens
not giving rise to or an Event of Default and which are being contested in good
faith by appropriate proceedings; (d) pledges or deposits in connection with
workers compensation, unemployment insurance and other social security
legislation and deposits securing liability to insurance carriers under
insurance or self-insurance arrangements or to obtain the benefit of, or to
comply with, laws; (e) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business; and (f) easements, rights of way,
restrictions, development orders, plats and other similar encumbrances.

           "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 2 of the Registration Rights Agreement.

           "Maturity," when used with respect to any Notes, means the date on
which the principal of such Notes or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, notice of redemption, notice of option to elect
repayment or otherwise.

           "Non-U.S. Person" means a Person who is not a U.S. Person.

           "Note Guarantee" means, with respect to each Guarantor, the
unconditional Guarantee of the Notes by such Guarantor, pursuant to Article 10.

           "Notes" has the meaning assigned to it in the preamble to this
Indenture.

           "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Debt.

           "Offering" means the offering of the Notes by the Company.

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

           "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the President, the Chief Financial Officer, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company, and delivered to the Trustee.



                                       6
<PAGE>   13

           "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, including an employee of the Company.

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

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

                  (ii) Notes, or portions thereof, for whose payment, money in
         the necessary amount has been theretofore deposited with the Trustee or
         any Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Notes;

                  (iii) Notes with respect to which the Company has effected
         defeasance and/or covenant defeasance as provided in this Indenture;
         and

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

provided, however, that in determining whether the Holders of the requisite
principal amount (or principal amount at maturity) of Outstanding Notes have
given any request, demand, authorization, direction, notice, consent or waiver
under this Indenture, and for the purpose of making the calculations required by
TIA Section 313, Notes owned by the Company or any other obligor under the Notes
or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
which the Trustee knows to be so owned shall be so disregarded. Notes so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Notes and that the pledgee is not the Company or any
other obligor upon the Notes or any Affiliate of the Company or such other
obligor.

           "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to DTC, shall include Euroclear and Cedel).

           "Paying Agent" means any Person (including the Company acting as
Paying Agent) authorized by the Company to pay the principal of, premium or
Liquidated Damages, if any, or interest on any Notes on behalf of the Company.

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



                                       7
<PAGE>   14

           "Place of Payment" means, when used with respect to the Notes the
place or places where the principal, premium, if any, and interest on such Notes
are payable as specified as contemplated by Article 2.

           "Principal" means Western Resources, Inc.

           "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

           "Protection One, Inc." a Delaware corporation ("POI").

           "QIB" means a "qualified institutional buyer" as defined in Rule 
144A.

           "Rating Agencies" mean Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") or
any successor to the respective rating agency businesses thereof.

           "Rating Category" means (i) with respect to S&P, any of the following
categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor
categories); (ii) with respect to Moody's any of the following categories: Aaa,
Aa, A, Baa, Ba, B, Caa, Ca and C (or equivalent successor categories) and (iii)
the equivalent of any such category of S&P and Moody's used by another Rating
Agency. In determining whether the rating of the Notes has decreased by one or
more gradations, gradations within Rating Categories (+ and - for S&P: 1, 2 and
3 for Moody's; or the equivalent gradations for another Rating Agency) shall be
taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to
BB, as well as from BB- to B+, will constitute a decrease of one gradation).

           "Rating Decline" means (i) a decrease of two or more gradations
(including gradations within Rating Categories as well as between Rating
Categories) in the rating of the Notes by either Rating Agency from the rating
of the Notes by such Rating Agency or (ii) a withdrawal of the rating of the
Notes by either Rating Agency, provided that such decrease or withdrawal occurs
on, or within 90 days after, the date of public notice of the occurrence of a
Change of Control or of the intention by the Company to effect a Change of
Control (which period shall be extended so long as the rating of the Notes is
under publicly announced consideration for possible downgrade by either Rating
Agency).

           "Reference Treasury Dealer" means each of Bear, Stearns & Co. Inc.,
Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and Salomon Brothers Inc
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.

           "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average as determined by
the Trustee, of the bid and asked prices of the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

           "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of August 17, 1998, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.



                                       8
<PAGE>   15

           "Related Party" with respect to the Principal means (A) any
controlling stockholder, 80% (or more) owned Subsidiary of such Principal or (B)
any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 80% or more
controlling interest of which consist of the Principal and/or such other Persons
referred to in the immediately preceding clause (A).

           "Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related redemption date but for such
redemption; provided, however, that, if such redemption date is not an interest
payment date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be reduced by the amount of interest
accrued thereon to such redemption date.

           "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

           "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

           "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

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

           "Rule 903" means Rule 903 promulgated under the Securities Act.

           "Rule 904" means Rule 904 promulgated the Securities Act.

           "Sale and Leaseback Transaction" of any Person means an arrangement
with any lender or investor or to which such lender or investor is a party
providing for the leasing by such Person of any property or asset of such Person
which has been or is being sold or transferred by such Person more than 270 days
after the acquisition thereof or the completion of construction or commencement
of operation thereof to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of
such property or asset. The stated maturity of such arrangement is the date of
the last payment of rent or any other amount due under such arrangement prior to
the first date on which such arrangement may be terminated by the lessee without
payment of a penalty.

           "SEC" means the Securities and Exchange Commission.

           "Securities Act" means the Securities Act of 1933, as amended.

           "Shelf Registration" means the Shelf Registration as defined in the
Registration Rights Agreement.

           "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.



                                       9
<PAGE>   16

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

           "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which at the time of determination the
Person, directly and/or indirectly through one or more Subsidiaries, owns more
than 50% of the shares of Voting Stock.

           "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force at the date of this Indenture, except that any supplemental
indenture executed pursuant to this Indenture shall conform to the requirements
of the Trust Indenture Act as in effect on the date of execution thereof.

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

           "Unrestricted Global Note" means a permanent Global Note
substantially in the form of Exhibit A attached hereto that bears the Global
Note Legend and that has the "Schedule of Exchanges of Interests in the Global
Note" attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Notes that do
not bear the Private Placement Legend.

           "Unrestricted Definitive Note" means one or more Definitive Notes
that do not bear and are not required to bear the Private Placement Legend.

           "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

           "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

           "Voting Stock" means stock of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers, trustees or individuals performing similar
functions of a Person (irrespective of whether or not at the time stock of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency).

Section 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                    Defined in
          Term                                                       Section
          ----                                                       -------
          <S>                                                          <C>
          "Authentication Order".......................................   2.02
          "Bankruptcy Law".............................................   4.01
          "Change of Control Offer"....................................   4.10
          "Change of Control Payment"..................................   4.10
          "Change of Control Payment Date".............................   4.10
          "Covenant Defeasance"........................................   8.03
          "Event of Default"...........................................   6.01
          "Guaranteed Debt"............................................  10.04
          "Defeasance".................................................   8.02
          "Obligor"....................................................  10.04
          "Registrar"..................................................   2.03
</TABLE>



                                       10
<PAGE>   17

<TABLE>
<CAPTION>
                                                                    Defined in
          Term                                                       Section
          ----                                                       -------
          <S>                                                             <C>
          "Security Register...........................................   3.03
</TABLE>

Section 1.03.     Incorporation by Reference of Trust Indenture Act.

           Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

           The following TIA terms used in this Indenture have the following
meanings:

           "indenture securities" means the Notes and the Note Guarantees;

           "indenture security holder" means a Holder of a Note;

           "indenture to be qualified" means this Indenture;

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

           "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

           All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04.     Rules of Construction.

           Unless the context otherwise requires:

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

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

            (c)   "or" is not exclusive;

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

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

            (f) references to sections of or rules under the Securities Act
shall be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01.     Form and Dating.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law,



                                       11
<PAGE>   18


stock exchange rule or usage. Each Note shall be dated the of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

           The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

            (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

            (c) Euroclear and Cedel Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank"
and "Customer Handbook" of Cedel Bank shall be applicable to transfers of
beneficial interests in Global Notes that are held by Participants through
Euroclear or Cedel Bank.

Section 2.02.     Execution and Authentication.

           Any Officer shall sign the Notes for the Company by manual or
facsimile signature.

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

           A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

           The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

           The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
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 Holders or an
Affiliate of the Company.

           The Trustee shall have the right to decline to authenticate and
deliver any Notes under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if




                                       12
<PAGE>   19

the Trustee in good faith shall determine that such action would expose the
Trustee to personal liability to existing Holders.

Section 2.03.     Regulation, Registration of Transfer and Exchange.

           The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register for the Notes (the registers maintained in the Corporate
Trust Office of the Trustee and in any other office or agency of the Company in
a Place of Payment being herein sometimes collectively referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Notes, of
transfers of Notes, for payment of Notes. The Security Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Security Register shall
be open to inspection by the Trustee. The Trustee is hereby initially appointed
as security registrar (the "Registrar") for the purpose of registering the Notes
and transfers of the Notes as herein provided.

           The Company initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes.

           The Company initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04.     Paying Agent to Hold Money in Trust.

           The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary 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. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.05.     Transfer and Exchange.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a



                                       13
<PAGE>   20

Global Note or any portion thereof, pursuant to this Section 2.06 or Section
2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.06(a), however, beneficial interests in
a Global Note may be transferred and exchanged as provided in Section 2.06(b),
(c) or (f) hereof.

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                 (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend. Beneficial
      interests in any Unrestricted Global Note may be transferred to Persons
      who take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note. No written orders or instructions shall be
      required to be delivered to the Registrar to effect the transfers
      described in this Section 2.06(b)(i).

                 (ii) All Other Transfers and Exchanges of Beneficial Interests
      in Global Notes. In connection with all transfers and exchanges of
      beneficial interests that are not subject to Section 2.06(b)(i) above, the
      transferor of such beneficial interest must deliver to the Registrar
      either (A) (1) a written order from a Participant or an Indirect
      Participant given to the Depositary in accordance with the Applicable
      Procedures directing the Depositary to credit or cause to be credited a
      beneficial interest in another Global Note in an amount equal to the
      beneficial interest to be transferred or exchanged and (2) instructions
      given in accordance with the Applicable Procedures containing information
      regarding the Participant account to be credited with such increase or (B)
      (1) a written order from a Participant or an Indirect Participant given to
      the Depositary in accordance with the Applicable Procedures directing the
      Depositary to cause to be issued a Definitive Note in an amount equal to
      the beneficial interest to be transferred or exchanged and (2)
      instructions given by the Depositary to the Registrar containing
      information regarding the Person in whose name such Definitive Note shall
      be registered to effect the transfer or exchange referred to in (1) above.
      Upon consummation of an Exchange Offer by the Company in accordance with
      Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall
      be deemed to have been satisfied upon receipt by the Registrar of the
      instructions contained in the Letter of Transmittal delivered by the
      Holder of such beneficial interests in the Restricted Global Notes. Upon
      satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Indenture and the
      Notes or otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Note(s) pursuant to
      Section 2.06(h) hereof.

                 (iii) Transfer of Beneficial Interests to Another Restricted
      Global Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(ii) above and the
      Registrar receives the following:



                                       14
<PAGE>   21

                      (A) if the transferee will take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B hereto,
            including the certifications in item (1) thereof;

                      (B) if the transferee will take delivery in the form of a
            beneficial interest in the Regulation S Global Note, then the
            transferor must deliver a certificate in the form of Exhibit B
            hereto, including the certifications in item (2) thereof; and

                      (C) if the transferee will take delivery in the form of a
            beneficial interest in the IAI Global Note, then the transferor must
            deliver a certificate in the form of Exhibit B hereto, including the
            certifications and certificates and Opinion of Counsel required by
            item (3) thereof, if applicable.

                 (iv) Transfer and Exchange of Beneficial Interests in a
      Restricted Global Note for Beneficial Interests in the Unrestricted Global
      Note. A beneficial interest in any Restricted Global Note may be exchanged
      by any holder thereof for a beneficial interest in an Unrestricted Global
      Note or transferred to a Person who takes delivery thereof in the form of
      a beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(ii) above and:

                      (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal that it is not (1)
            a broker-dealer, (2) a Person participating in the distribution of
            the Exchange Notes or (3) a Person who is an affiliate (as defined
            in Rule 144) of the Company;

                      (B) such transfer is effected pursuant to the Shelf
            Registration in accordance with the Registration Rights Agreement;

                      (C) such transfer is effected by a Broker-Dealer pursuant
            to the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                            (1) if the holder of such beneficial interest in a
                 Restricted Global Note proposes to exchange such beneficial
                 interest for a beneficial interest in an Unrestricted Global
                 Note, a certificate from such holder in the form of Exhibit C
                 hereto, including the certifications in item (1)(a) thereof; or

                            (2) if the holder of such beneficial interest in a
                 Restricted Global Note proposes to transfer such beneficial
                 interest to a Person who shall take delivery thereof in the
                 form of a beneficial interest in an Unrestricted Global Note, a
                 certificate from such holder in the form of Exhibit B hereto,
                 including the certifications in item (4) thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Registrar so requests or if the Applicable Procedures so require, an
           Opinion of Counsel in form reasonably acceptable to the Registrar to
           the effect that such exchange or transfer is in compliance with the
           Securities Act and that the restrictions on transfer contained herein
           and in the Private Placement Legend are no longer required in order
           to maintain compliance with the Securities Act.




                                       15
<PAGE>   22

                 If any such transfer is effected pursuant to subparagraph (B)
      or (D) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company shall issue and, upon receipt of an Authentication
      Order in accordance with Section 2.02 hereof, the Trustee shall
      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the aggregate principal amount of beneficial
      interests transferred pursuant to subparagraph (B) or (D) above.

                 Beneficial interests in an Unrestricted Global Note cannot be
      exchanged for, or transferred to Persons who take delivery thereof in the
      form of, a beneficial interest in a Restricted Global Note.

            (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes.

                 (i) Beneficial Interests in Restricted Global Notes to
      Restricted Definitive Notes. If any holder of a beneficial interest in a
      Restricted Global Note proposes to exchange such beneficial interest for a
      Restricted Definitive Note or to transfer such beneficial interest to a
      Person who takes delivery thereof in the form of a Restricted Definitive
      Note, then, upon receipt by the Registrar of the following documentation:

                      (A) if the holder of such beneficial interest in a
            Restricted Global Note proposes to exchange such beneficial interest
            for a Restricted Definitive Note, a certificate from such holder in
            the form of Exhibit C hereto, including the certifications in item
            (2)(a) thereof;

                      (B) if such beneficial interest is being transferred to a
            QIB in accordance with Rule 144A under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (1) thereof;

                      (C) if such beneficial interest is being transferred to a
            Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904 under the Securities Act, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications
            in item (2) thereof;

                      (D) if such beneficial interest is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144 under the Securities Act,
            a certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(a) thereof;

                      (E) if such beneficial interest is being transferred to an
            Institutional Accredited Investor in reliance on an exemption from
            the registration requirements of the Securities Act other than those
            listed in subparagraphs (B) through (D) above, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable;

                      (F) if such beneficial interest is being transferred to
            the Company or any of its Subsidiaries, a certificate to the effect
            set forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or

                      (G) if such beneficial interest is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in Exhibit B hereto,
            including the certifications in item (3)(c) thereof,

      the Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
      and the Company shall execute and the Trustee shall



                                       16
<PAGE>   23

      authenticate and deliver to the Person designated in the instructions a
      Definitive Note in the appropriate principal amount. Any Definitive Note
      issued in exchange for a beneficial interest in a Restricted Global Note
      pursuant to this Section 2.06(c) shall be registered in such name or names
      and in such authorized denomination or denominations as the holder of such
      beneficial interest shall instruct the Registrar through instructions from
      the Depositary and the Participant or Indirect Participant. The Trustee
      shall deliver such Definitive Notes to the Persons in whose names such
      Notes are so registered. Any Definitive Note issued in exchange for a
      beneficial interest in a Restricted Global Note pursuant to this Section
      2.06(c)(i) shall bear the Private Placement Legend and shall be subject to
      all restrictions on transfer contained therein.

                 (ii) Beneficial Interests in Restricted Global Notes to
      Unrestricted Definitive Notes. A holder of a beneficial interest in a
      Restricted Global Note may exchange such beneficial interest for an
      Unrestricted Definitive Note or may transfer such beneficial interest to a
      Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note only if:

                      (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial interest, in the case of an
            exchange, or the transferee, in the case of a transfer, certifies in
            the applicable Letter of Transmittal that it is not (1) a
            broker-dealer, (2) a Person participating in the distribution of the
            Exchange Notes or (3) a Person who is an affiliate (as defined in
            Rule 144) of the Company;

                      (B) such transfer is effected pursuant to the Shelf
            Registration in accordance with the Registration Rights Agreement;

                      (C) such transfer is effected by a Broker-Dealer pursuant
            to the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                            (1) if the holder of such beneficial interest in a
                 Restricted Global Note proposes to exchange such beneficial
                 interest for a Definitive Note that does not bear the Private
                 Placement Legend, a certificate from such holder in the form of
                 Exhibit C hereto, including the certifications in item (1)(b)
                 thereof; or

                            (2) if the holder of such beneficial interest in a
                 Restricted Global Note proposes to transfer such beneficial
                 interest to a Person who shall take delivery thereof in the
                 form of a Definitive Note that does not bear the Private
                 Placement Legend, a certificate from such holder in the form of
                 Exhibit B hereto, including the certifications in item (4)
                 thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Registrar so requests or if the Applicable Procedures so require, an
           Opinion of Counsel in form reasonably acceptable to the Registrar to
           the effect that such exchange or transfer is in compliance with the
           Securities Act and that the restrictions on transfer contained herein
           and in the Private Placement Legend are no longer required in order
           to maintain compliance with the Securities Act.

                 (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in




                                       17
<PAGE>   24

      Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
      principal amount of the applicable Global Note to be reduced accordingly
      pursuant to Section 2.06(h) hereof, and the Company shall execute and the
      Trustee shall authenticate and deliver to the Person designated in the
      instructions a Definitive Note in the appropriate principal amount. Any
      Definitive Note issued in exchange for a beneficial interest pursuant to
      this Section 2.06(c)(iii) shall be registered in such name or names and in
      such authorized denomination or denominations as the holder of such
      beneficial interest shall instruct the Registrar through instructions from
      the Depositary and the Participant or Indirect Participant. The Trustee
      shall deliver such Definitive Notes to the Persons in whose names such
      Notes are so registered. Any Definitive Note issued in exchange for a
      beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear
      the Private Placement Legend.

            (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                 (i) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Notes to a Person
      who takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar of the
      following documentation:

                      (A) if the Holder of such Restricted Definitive Note
            proposes to exchange such Note for a beneficial interest in a
            Restricted Global Note, a certificate from such Holder in the form
            of Exhibit C hereto, including the certifications in item (2)(b)
            thereof;

                      (B) if such Restricted Definitive Note is being
            transferred to a QIB in accordance with Rule 144A under the
            Securities Act, a certificate to the effect set forth in Exhibit B
            hereto, including the certifications in item (1) thereof;

                      (C) if such Restricted Definitive Note is being
            transferred to a Non-U.S. Person in an offshore transaction in
            accordance with Rule 903 or Rule 904 under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (2) thereof;

                      (D) if such Restricted Definitive Note is being
            transferred pursuant to an exemption from the registration
            requirements of the Securities Act in accordance with Rule 144 under
            the Securities Act, a certificate to the effect set forth in Exhibit
            B hereto, including the certifications in item (3)(a) thereof;

                      (E) if such Restricted Definitive Note is being
            transferred to an Institutional Accredited Investor in reliance on
            an exemption from the registration requirements of the Securities
            Act other than those listed in subparagraphs (B) through (D) above,
            a certificate to the effect set forth in Exhibit B hereto, including
            the certifications, certificates and Opinion of Counsel required by
            item (3) thereof, if applicable;

                      (F) if such Restricted Definitive Note is being
            transferred to the Company or any of its Subsidiaries, a certificate
            to the effect set forth in Exhibit B hereto, including the
            certifications in item (3)(b) thereof; or

                      (G) if such Restricted Definitive Note is being
            transferred pursuant to an effective registration statement under
            the Securities Act, a certificate to the effect set forth in Exhibit
            B hereto, including the certifications in item (3)(c) thereof,



                                       18
<PAGE>   25
      the Trustee shall cancel the Restricted Definitive Note, increase or cause
      to be increased the aggregate principal amount of, in the case of clause
      (A) above, the appropriate Restricted Global Note, in the case of clause
      (B) above, the 144A Global Note, in the case of clause (C) above, the
      Regulation S Global Note, and in all other cases, the IAI Global Note.

                 (ii) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                      (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                      (B) such transfer is effected pursuant to the Shelf
            Registration in accordance with the Registration Rights Agreement;

                      (C) such transfer is effected by a Broker-Dealer pursuant
            to the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                            (1) if the Holder of such Definitive Notes proposes
                 to exchange such Notes for a beneficial interest in the
                 Unrestricted Global Note, a certificate from such Holder in the
                 form of Exhibit C hereto, including the certifications in item
                 (1)(c) thereof; or

                            (2) if the Holder of such Definitive Notes proposes
                 to transfer such Notes to a Person who shall take delivery
                 thereof in the form of a beneficial interest in the
                 Unrestricted Global Note, a certificate from such Holder in the
                 form of Exhibit B hereto, including the certifications in item
                 (4) thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Registrar so requests or if the Applicable Procedures so require, an
           Opinion of Counsel in form reasonably acceptable to the Registrar to
           the effect that such exchange or transfer is in compliance with the
           Securities Act and that the restrictions on transfer contained herein
           and in the Private Placement Legend are no longer required in order
           to maintain compliance with the Securities Act.

                 Upon satisfaction of the conditions of any of the subparagraphs
      in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes
      and increase or cause to be increased the aggregate principal amount of
      the Unrestricted Global Note.

                 (iii) Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Definitive Notes to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.



                                       19
<PAGE>   26

                 If any such exchange or transfer from a Definitive Note to a
      beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
      or (iii) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company shall issue and, upon receipt of an Authentication
      Order in accordance with Section 2.02 hereof, the Trustee shall
      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the principal amount of Definitive Notes so
      transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                 (i) Restricted Definitive Notes to Restricted Definitive Notes.
      Any Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                      (A) if the transfer will be made pursuant to Rule 144A
            under the Securities Act, then the transferor must deliver a
            certificate in the form of Exhibit B hereto, including the
            certifications in item (1) thereof;

                      (B) if the transfer will be made pursuant to Rule 903 or
            Rule 904, then the transferor must deliver a certificate in the form
            of Exhibit B hereto, including the certifications in item (2)
            thereof; and

                      (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, if applicable.

                 (ii) Restricted Definitive Notes to Unrestricted Definitive
      Notes. Any Restricted Definitive Note may be exchanged by the Holder
      thereof for an Unrestricted Definitive Note or transferred to a Person or
      Persons who take delivery thereof in the form of an Unrestricted
      Definitive Note if:

                      (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                      (B) any such transfer is effected pursuant to the Shelf
            Registration in accordance with the Registration Rights Agreement;

                      (C) any such transfer is effected by a Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or



                                       20
<PAGE>   27

                      (D) the Registrar receives the following:

                            (1) if the Holder of such Restricted Definitive
                 Notes proposes to exchange such Notes for an Unrestricted
                 Definitive Note, a certificate from such Holder in the form of
                 Exhibit C hereto, including the certifications in item (1)(d)
                 thereof; or

                            (2) if the Holder of such Restricted Definitive
                 Notes proposes to transfer such Notes to a Person who shall
                 take delivery thereof in the form of an Unrestricted Definitive
                 Note, a certificate from such Holder in the form of Exhibit B
                 hereto, including the certifications in item (4) thereof;

           and, in each such case set forth in this subparagraph (D), if the
           Registrar so requests, an Opinion of Counsel in form reasonably
           acceptable to the Company to the effect that such exchange or
           transfer is in compliance with the Securities Act and that the
           restrictions on transfer contained herein and in the Private
           Placement Legend are no longer required in order to maintain
           compliance with the Securities Act.

                 (iii) Unrestricted Definitive Notes to Unrestricted Definitive
      Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

            (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

            (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                 (i)    Private Placement Legend.

                      (A) Except as permitted by subparagraph (B) below, each
            Global Note and each Definitive Note (and all Notes issued in
            exchange therefor or substitution thereof) shall bear the legend in
            substantially the following form:

                  "THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
                  UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
                  (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED,
                  SOLD,



                                       21
<PAGE>   28
                  PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
                  TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS
                  SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR
                  OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: REPRESENTS THAT
                  (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
                  RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS
                  ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN
                  COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C)
                  IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
                  RULE 501(A) (1), (2), (3) OR (7) OR REGULATION D UNDER THE
                  SECURITIES ACT (AN "IAI"), AGREES THAT IT WILL NOT RESELL OR
                  OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR
                  ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER
                  REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
                  FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION
                  MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES
                  ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
                  UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH
                  TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
                  CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
                  TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED
                  FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
                  AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000,
                  AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
                  TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN
                  ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
                  OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
                  ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
                  THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
                  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE
                  OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
                  THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE
                  TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO
                  THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT."

                      (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
            (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
            Section 2.06 (and all Notes issued in exchange therefor or
            substitution thereof) shall not bear the Private Placement Legend.

                 (ii) Global Note Legend. Each Global Note shall bear a legend
      in substantially the following form:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT



                                       22
<PAGE>   29

                  THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY."

            (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (i)   General Provisions Relating to Transfers and Exchanges.

                 (i) To permit registrations of transfers and exchanges, the
      Company shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon the Company's order or at the Registrar's request.

                 (ii) No service charge shall be made to a Holder of a
      beneficial interest in a Global Note or to a Holder of a Definitive Note
      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 similar governmental charge payable upon exchange or
      transfer pursuant to Sections 2.10, 3.06, 3.07, 4.10 and 9.05 hereof).

                 (iii) The Registrar shall not be required to register the
      transfer of or exchange any Note selected for redemption in whole or in
      part, except the unredeemed portion of any Note being redeemed in part.

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

                 (v) The Company shall not be required (A) to issue, to register
      the transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of any selection of Notes for
      redemption under Section 3.02 hereof and ending at the close of business
      on the day of selection, (B) to register the transfer of or to exchange
      any Note so selected for redemption in whole or in part, except the
      unredeemed portion of any Note being redeemed in part or (C) to register
      the transfer of or to exchange a Note between a record date and the next
      succeeding interest payment date.



                                       23
<PAGE>   30

                 (vi) Prior to due presentment for the registration of a
      transfer of any Note, the Trustee, any Agent and the Company may deem and
      treat the Person in whose name any Note is registered as the absolute
      owner of such Note for the purpose of receiving payment of principal of
      and interest on such Notes and for all other purposes, and none of the
      Trustee, any Agent or the Company shall be affected by notice to the
      contrary.

                 (vii) The Trustee shall authenticate Global Notes and
      Definitive Notes in accordance with the provisions of Section 2.02 hereof.

                 (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

           Each Holder of a Note agrees to indemnify the Company and the Trustee
against any liability that may result from the transfer, exchange or assignment
of such Holder's Note in violation of any provision of this Indenture and/or
applicable United States federal or state securities law.

           The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note (including any transfers between or among Depositary participants or
beneficial owners of interests in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

Section 2.06.     Replacement Notes.

           If any mutilated Note is surrendered to the Trustee or the Company
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

           Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.07.     Outstanding Notes.

           The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

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



                                       24
<PAGE>   31

           If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

           If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.08.     Treasury Notes.

           In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.09.     Temporary Notes.

            Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

           Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.

Section 2.10.     Cancellation.

           The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

Section 2.11.     Defaulted Interest.

           If the Company defaults in a payment of interest on the Notes, 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 Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall 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 special record 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.



                                       25
<PAGE>   32
Section 2.12.     CUSIP Numbers.

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.

           If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, such election to be set forth in a
Board Resolution, it shall furnish to the Trustee, at least 30 days but not more
than 60 days before a redemption date, an Officers' Certificate setting forth
(i) the clause of this Indenture pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of Notes to be redeemed and
(iv) the redemption price.

Section 3.02.     Selection of Notes to Be Redeemed.

           If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

           The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03.     Notice of Redemption.

           Subject to the provisions of Section 3.09 hereof, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

            The notice shall identify the Notes (including CUSIP numbers, if
any) to be redeemed and shall state:

            (a) the redemption date;



                                       26
<PAGE>   33

            (b) the redemption price;

            (c) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the redemption date
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion shall be issued upon cancellation of the original Note;

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

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

            (f) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

            (g) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

            (h) that no representation is made as to the correctness or accuracy
of the CUSIP number, if any, listed in such notice or printed on the Notes.

           At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04.     Deposit of Redemption Price.

           Prior to the redemption date and subject to the satisfaction of any
conditions of a Conditional Redemption, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that date. The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption price of, and accrued interest on, all Notes to
be redeemed.

           If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

           If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and premium, if any, shall, until paid,
bear interest from the redemption date at the rate of interest set forth in the
Note.



                                       27
<PAGE>   34

Section 3.05.     Notes Redeemed in Part.

           Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

Section 3.06.     Optional Redemption.

            (a) The Company has the option to redeem the Notes, in whole or in
part, at the redemption price equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) as determined by an Independent
Investment Banker, the sum of the present values of the Remaining Scheduled
Payments discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate,
plus, in each case, accrued interest and Liquidated Damages, if any, on the
Notes to be redeemed to the date of redemption.

            (b) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

Section 3.07.     Mandatory Redemption.

           The Company shall not be required to make mandatory redemption
payments with respect to the Notes.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01.     Payment of Notes.

           The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

           The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02.     Maintenance of Office or Agency.

           The Company shall maintain in the Borough of Manhattan, The City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. 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



                                       28
<PAGE>   35

to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

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

           The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

Section 4.03.     Compliance Certificate.

           The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year, beginning June 30, 1999, a brief certificate from the
principal executive officer, principal financial officer or principal accounting
officer as to his or her knowledge of the Company's compliance with all
conditions and covenants under this Indenture. For purposes of this Section
4.03, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.

Section 4.04.     Taxes.

           The Company and the Guarantors shall pay or discharge or cause to be
paid or discharged, before the same shall become delinquent, all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Significant Subsidiary or upon the income, profits or property of the Company,
the Guarantors or any of their respective Significant Subsidiary; provided,
however, that the Company or the Guarantors shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings.

Section 4.05.     Stay, Extension and Usury Laws.

           The Company and each of the Guarantors 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,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Company and each of the Guarantors (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.

Section 4.06.     Liens.

           The Company, POI and their respective Subsidiaries shall not,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind on any asset now owned or hereafter acquired to secure Debt without making,
or causing such Subsidiary to make, effective provision for securing the Notes
or the Note Guarantee of any Guarantor, as applicable, equally and ratably with
(or prior to) such Debt or, in the event such Debt is subordinate in right of
payment to the Notes, prior to such Debt, as to such asset for so long as such
Debt will be so secured. The foregoing restrictions will not apply to Liens in
respect of



                                       29
<PAGE>   36

Debt existing on the date of this Indenture or to: (a) Liens securing only Notes
or Note Guarantees; (b) Liens in favor of the Company, POI or any of their
respective Subsidiaries; (c) Liens on assets or property existing immediately
prior to the time of acquisition thereof (and not created in anticipation of the
financing of such acquisition); (d) Liens to secure Debt incurred for the
purpose of financing all or any part of the purchase price or the cost of
construction or improvement of assets or property used in the business of the
Company, POI or any of their respective Subsidiaries and subject to such Liens,
provided that (i) the principal amount of any Debt secured by such a Lien does
not exceed 100% of the direct and indirect costs of such purchase, (ii) such
Lien does not extend to or cover any other assets or property other than such
assets or property and any such improvements, and (iii) such Debt is incurred
within 180 days of such purchase, construction or improvement; (e) Liens on
assets or property of a Person existing at the time such Person is merged with
or into or consolidated with or substantially all of the assets or property of
such Person are otherwise acquired by the Company, POI or any of their
respective Subsidiaries that were not created in anticipation of the acquisition
of such Person, provided that such Lien does not extend to or cover any property
other than that of the Person so merged, consolidated or acquired; (f) Liens in
favor of a governmental body to secure partial progress, advance or other
payments pursuant to any contract or statute of such governmental body; and (g)
Liens to secure Debt incurred to extend, renew, refinance, replace or refund (or
successive extensions, renewals, refinancings, replacements or refundings), in
whole or in part, (i) any secured Debt existing on the date of this Indenture,
or (ii) any Debt secured by any Lien referred to in the foregoing clauses, so
long as in each such case the Lien does not extend to any other property and the
Debt so secured is not increased other than for reasonable costs related to such
extension, renewal, refinancing, replacement or refunding.

           In addition to the foregoing, the Company, POI and their respective
Subsidiaries may incur a Lien or Liens to secure Debt (excluding Debt secured by
Liens permitted under the foregoing exceptions) the aggregate amount of which,
including Attributable Debt in respect of Sale and Leaseback Transactions, does
not exceed 10% of Consolidated Net Assets. The Company, POI and their respective
Subsidiaries may also incur a Lien or Liens to secure any Debt incurred pursuant
to a Sale and Leaseback Transaction, without securing the Notes equally and
ratably with or prior to such Debt, as applicable, provided that such Sale and
Leaseback Transaction is permitted by the provisions of this Indenture described
below in clauses (b) and (c) of Section 4.08 hereof.

Section 4.07.     Sale and Leaseback Transactions.

           The Company, POI or their respective Subsidiaries shall not enter
into any Sale and Leaseback Transaction (except for a period, including
renewals, not exceeding 36 months) unless (a) at the time of entering into such
Sale and Leaseback Transaction, the Company, POI or such Subsidiary would be
entitled to incur Debt, in a principal amount equal to the Attributable Debt in
respect of such Sale and Leaseback Transaction, secured by a Lien, without
equally and ratably securing the Notes; (b) the Company, POI or such Subsidiary
applies, within twelve months after the sale or transfer, an amount equal to the
greater of (i) the net proceeds of the assets sold pursuant to the Sale and
Leaseback Transaction, or (ii) the fair value (in the opinion of an executive
officer of the Company or POI, as applicable) of such assets to the acquisition
of or construction of assets or property used or to be used in the ordinary
course of business of the Company, POI or their respective Subsidiaries; or (c)
the Company, POI or such Subsidiary applies, within twelve months after the sale
or transfer, an amount equal to the net proceeds of the assets sold pursuant to
the Sale and Leaseback Transaction to the voluntary defeasance or retirement of
Debt (other than Debt that is held by the Company, POI or their respective
Subsidiaries or Debt of the Company, POI or their respective Subsidiaries that
is subordinate in right of payment to the Notes or the Note Guarantees, as
applicable), which amount will not be less than the fair value (in the opinion
of an executive officer of the Company or POI, as applicable) of such assets
(adjusted to reflect an amount



                                       30
<PAGE>   37

expended by the Company or POI as set forth in clause (b) above) less an amount
equal to the principal amount of such Debt voluntarily defeased or retired by
the Company, POI or such Subsidiary within such twelve-month period.

Section 4.08.     Corporate Existence.

           Subject to Article 5 hereof, each of the Company and POI shall do or
cause to be done all things necessary to preserve and keep in full force and
effect (i) its corporate existence, and the corporate, partnership or other
existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company, POI or any such Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Company, POI and their respective Subsidiaries;
provided, however, that the Company and POI shall not be required to preserve
any such right, license or franchise, or the corporate, partnership or other
existence of any of their respective Subsidiaries (other than the Company), if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and POI and their
respective Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes. The foregoing does
not prohibit any mergers or consolidations between Subsidiaries or between the
Company and POI and one or more of their respective Subsidiaries so long as any
such merger or consolidation involving the Company or POI complies with Article
5.

Section 4.09.     Offer to Repurchase Upon Change of Control.

            (a) Upon the occurrence of a Change of Control Triggering Event,
each Holder of Notes will have the right to require the Company to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of such
Holder's Notes 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 and Liquidated Damages thereon,
if any, to the date of purchase (the "Change of Control Payment"). Within ten
days following any Change of Control Triggering Event, the Company shall mail a
notice to each Holder describing the transaction or transactions that constitute
the Change of Control Triggering Event and offering to repurchase Notes on the
date specified in such notice, which date shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"), pursuant to the procedures required by this Indenture
and described in such notice. The Company will 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 Notes as a result of a Change of Control Triggering
Event.

            (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail to each Holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof. The Company will publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.



                                       31
<PAGE>   38

            (c) Notwithstanding anything to the contrary in this Section 4.10,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control Triggering Event 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 Section 4.10 and all other provisions of this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

            (d) IN THE EVENT THAT AT ANY TIME (i) BOTH RATING AGENCIES ASSIGN
THE NOTES AN INVESTMENT GRADE RATING AND (ii) NO DEFAULT HAS OCCURRED AND IS
CONTINUING UNDER THIS INDENTURE, THE PROVISIONS OF THIS INDENTURE WITH RESPECT
TO A CHANGE OF CONTROL TRIGGERING OFFER WILL BE PERMANENTLY TERMINATED.

Section 4.10.     Money for Payments to Be Held in Trust.

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

           Whenever the Company shall have one or more Paying Agents for the
Notes, it will, prior to or on each due date of the principal, premium, if any,
or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay
the principal, premium, Liquidated Damages, if any, or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium, Liquidated Damages, if any, or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

           The Company will cause each Paying Agent (other than the Trustee) for
the Notes to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section 4.10, that such Paying Agent will:

                            (1) hold all sums held by it for the payment of the
                 principal, premium, Liquidated Damages, if any, and interest on
                 Notes in trust for the benefit of the Persons entitled thereto
                 until such sums shall be paid to such Persons or otherwise
                 disposed of as herein provided;

                            (2) give the Trustee notice of any default by the
                 Company (or any other obligor upon the Notes) in the making of
                 any payment of principal, premium, if any, or interest on the
                 Notes; and

                            (3) at any time during the continuance of any such
                 default, upon the written request of the Trustee, forthwith pay
                 to the Trustee all sums so held in trust by such Paying Agent.

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



                                       32
<PAGE>   39

upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.

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

Section 4.11.     Waiver of Certain Covenants.

           The Company may omit in any particular instance to comply with any
term, provision or condition which affects such series set forth in Sections
4.04 and 4.06 to 4.09 inclusive, if before the time for such compliance the
Holders of at least a majority in principal amount of all Outstanding Notes, Act
of such Holders, waive such compliance in such instance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

Section 4.12.     Statement by Officers as to Default.

           The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets.

           The Company and the Guarantors shall not consolidate with or merge
into any other corporation or sell, convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless: (1) the corporation
formed by such consolidation or into which the Company or a Guarantor, as
applicable, is merged or the Person which acquires by sale, conveyance or
transfer, or which leases, the properties and assets of the Company or a
Guarantor, substantially as an entirety (A) shall be a corporation, partnership,
limited liability company or trust organized and validly existing under the laws
of the United States of America, any state thereof or the District of Columbia
and (B) shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form reasonably satisfactory to the Trustee,
the obligations of the Company and/or any Guarantor, as applicable, for the due
and punctual payment of the principal of, premium and Liquidated Damages, if
any, and interest on all Outstanding Notes and the



                                       33
<PAGE>   40

performance and observance of every covenant of this Indenture on the part of
the Company or the Note Guarantees on the part of any Guarantor to be performed
or observed; (2) immediately after giving effect to such transaction, no Default
or Event of Default shall have occurred and be continuing; and (3) the Company
or a Guarantor, as applicable, or such Person shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with this Section 5.01 and that all conditions precedent
provided for relating to such transaction have been satisfied. These provisions
apply only to a merger or consolidation in which the Company or a Guarantor, as
applicable, is not the surviving corporation and to sales, conveyances, leases
and transfers by the Company or any Guarantor as transferor or lessor.

Section 5.02.     Successor Person Substituted.

           Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company or any Guarantor in accordance with Section 5.01 hereof, the
successor Person formed by such consolidation or into or with which the Company
or such Guarantor is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for
(so that from and after the date of such consolidation, merger, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring to
the "Company" or the "Guarantors" shall refer instead to the successor Person
and not to the Company or such Guarantor), and may exercise every right and
power of the Company under this Indenture and any Guarantor under the Note
Guarantees, as applicable, with the same effect as if such successor Person had
been named as the Company or a Guarantor herein, respectively, and in the event
of any such conveyance or transfer, the Company and the Guarantors, as
applicable, except in the case of a lease, shall be discharged of all
obligations and covenants under the Indenture, the Notes and the Note
Guarantees.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default.

           An "Event of Default" occurs if:

            (a) the Company defaults in the payment of interest on the Notes
when such interest becomes due and payable, and continuance of such default for
a period of 60 days; or

            (b) the Company defaults in the payment of the principal of (or
premium, if any, on) the Notes at their Maturity or upon any redemption and such
default shall continue for five or more days; or

            (c) the Company defaults in the performance, or breach, of any
covenant or warranty in this Indenture (other than a default in the performance,
or breach, of a covenant or warranty which is specifically dealt with elsewhere
under this Section 6.01, and continuance of such default or breach for a period
of 90 days after there has been given, by registered or certified mail, to the
Company or any Guarantor by the Trustee or to the Company, any Guarantor or the
Trustee by the Holders of at least 33 1/3% of all outstanding Notes, a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" thereunder; or

            (d) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company or any Guarantor bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or any Guarantor under
any Bankruptcy Law or any other applicable federal or state law, or appointing a
receiver, liquidator,


                                       34
<PAGE>   41

assignee, trustee, sequestrator (or other similar official) of the Company or
any Guarantor, or of any substantial part of the property of the Company or any
Guarantor, or ordering the winding up or liquidation of the affairs of the
Company or any Guarantor, and the continuance of any such decree or order
unstayed and in effect for a period of 90 consecutive days; or

            (e) the institution by the Company or any Guarantor of proceedings
to be adjudicated bankrupt or insolvent, or the consent by the Company or any
Guarantor to the institution of bankruptcy or insolvency proceedings against
either of them, or the filing by either of them of a petition or answer or
consent seeking reorganization or relief under any Bankruptcy Law or any other
applicable federal or state law, or the consent by either of them, to the filing
of any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or any
Guarantor, or of any substantial part of the property of the Company or any
Guarantor, or the making by either of them of an assignment for the benefit of
creditors.

            (f) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against POI or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary and such judgment or judgments remain
undischarged for a period (during which execution shall not be effectively
stayed) of 60 days, provided that the aggregate of all such undischarged
judgments exceeds $5.0 million; or

            (g) except as permitted by this Indenture, any Note Guarantee is
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under
such Guarantor's Note Guarantee.

Section 6.02.     Acceleration.

           If an Event of Default (other than specified in clause (d) or (e) of
Section 6.01 hereof with respect to the Company or any Guarantor) described in
clause (a), (b), (c), (f) or (g) above with respect to the Notes at the time
outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 33 1/3% in principal amount of the outstanding
Notes may declare the principal amount of all of the Notes to be due and
payable immediately, by a notice in writing to the Company and any Guarantor
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified portion thereof) shall become immediately due
and payable. If an Event of Default described in clause (d) or (e) above occurs
and is continuing, then the principal amount of all the Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

           At any time after a declaration of acceleration with respect to the
Notes has been made, the Holders of a majority in principal amount of the
Outstanding Notes, by written notice to the Company or any Guarantors and the
Trustee, may rescind and annul such declaration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration.

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

Section 6.03.     Collection of Indebtedness and Suits for Enforcement by 
Trustee.

           The Company covenants that if



                                       35
<PAGE>   42
                            (1) default is made in the payment of any
                 installment of interest on any Note when such interest becomes
                 due and payable and such default continues for a period of 60
                 days, or

                            (2) default is made in the payment of the principal
                 and premium, if any, on any Note at the Maturity thereof, which
                 default continues for five or more days, then the Company will,
                 upon demand of the Trustee, pay to the Trustee for the benefit
                 of the Holders of such Notes, the whole amount then due and
                 payable on such Notes for principal, premium, if any, and
                 interest, and interest on any overdue principal and premium, if
                 any, and to the extent that payment of such interest is lawful
                 on any overdue interest, at the rate or rates prescribed
                 therefor in the Notes and, in addition thereto, such further
                 amount as shall be sufficient to cover the costs and expenses
                 of collection, including the reasonable compensation, expenses,
                 disbursements and advances of the Trustee, its agents and
                 counsel.

           If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Notes, wherever situated.

           If an Event of Default with respect to the Notes occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Notes by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

Section 6.04.     Trustee May File Proofs of Claim.

           In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Notes
or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment
of overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                 (i) to file and prove a claim for the whole amount of
      principal, premium, if any, and interest owing and unpaid in respect of
      the Notes and to file such 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 of the Holders
      allowed in such judicial proceeding, and

                 (ii) to collect and receive any moneys or other property
      payable or deliverable on any such claims and to distribute the same; and
      any custodian, receiver, assignee, trustee, liquidator, sequestrator or
      other similar official in any such judicial proceeding is hereby
      authorized by each Holder to make such payments to the Trustee and, in the
      event that the Trustee shall consent to the making of such payments
      directly to the Holders, to pay to the Trustee any amount due it for the
      reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts due the Trustee
      under Section 7.06.



                                       36
<PAGE>   43
           Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

Section 6.05.     Trustee May Enforce Claims Without Possession of Notes.

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

Section 6.06.     Application of Money Collected.

           Any money collected by the Trustee pursuant to this Article 6 shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, premium,
if any, or interest, upon presentation of the Notes and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

                 First:  To the payment of all amounts due the Trustee under
      Section 7.06;

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

                 Third:  The balance, if any, to the Person or Persons entitled
      thereto including, without limitation, the Company.

Section 6.07.     Limitation on Suits.

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

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

                 (2) the Holders of not less than 33-1/3% in principal amount of
      the Outstanding Notes in the case of any Event of Default described in
      clause (a), (b), (c), (f) or (g) of Section 6.01, or, in the case of any
      Event of Default described in clause (d) or (e) of Section 6.01, the
      Holders of not less than 33-1/3% in principal amount of all Outstanding
      Notes, shall have made written request to the Trustee to institute
      proceedings in respect of such Event of Default in its own name as Trustee
      hereunder;

                 (3) such Holder or Holders have offered to the Trustee
      reasonable indemnity against the costs, expenses and liabilities to be
      incurred in compliance with such request;



                                       37
<PAGE>   44

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

                 (5) no direction inconsistent with such written request has
      been given to the Trustee during such 60-day period by the Holders of at
      least a majority or more in principal amount (or principal amount at
      maturity, as applicable) of the Outstanding Notes in the case of any Event
      of Default described in clause (a), (b), (c), (f) or (g) of Section 6.01,
      or, in the case of any Event of Default described in clause (d) or (e) of
      Section 6.01, by the Holders of a majority or more in principal amount (or
      principal amount at maturity, as applicable) of all Outstanding Notes;

      it being understood and intended that no one or more of such Holders shall
      have any right in any manner whatever by virtue of, or by availing of, any
      provision of this Indenture to affect, disturb or prejudice the rights of
      any other Holders of Notes, in the case of any Event of Default described
      in clause (a), (b), (d) (f) or (g) of Section 6.01, or of Holders of all
      Notes in the case of any Event of Default described in clause (d) or (e)
      of Section 6.01, or to obtain or to seek to obtain priority or preference
      over any other of such Holders or to enforce any right under this
      Indenture, except in the manner herein provided and for the equal and
      ratable benefit of all Holders of Notes, in the case of any Event of
      Default described in clause (a), (b), (d), (f) or (g) of Section 6.01, or
      of Holders of all Notes in the case of any Event of Default described in
      clause (d) or (d) of Section 6.01.

Section 6.08.     Unconditional Right of Holders to Receive Principal, Premium
and Interest.

           Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including Article 8) and in such Note, of the
principal, premium, if any, and interest on, such Note on the Stated Maturity
(or, in the case of redemption, on the redemption date in accordance with
Article 3) and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder.

Section 6.09.     Restoration of Rights and Remedies.

           If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders of
Notes 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.

Section 6.10.     Rights and Remedies Cumulative.

           Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right
or remedy herein conferred upon or reserved to the Trustee or to the Holders of
Notes is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.



                                       38
<PAGE>   45

Section 6.11.     Delay or Omission Not Waiver.

           No delay or omission of the Trustee or of any Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article 6 or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 6.12.     Control by Holders.

           The Holders of not less than a majority in principal amount (or
principal amount at maturity, as applicable) of the Outstanding Notes shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, relating to or arising under clause (a), (b), (c), (f) or (g) of
Section 6.01, and, with respect to all Notes, the Holders of not less than a
majority in principal amount of all Outstanding Notes shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, not relating to or arising under clause (a), (b), (c), (f) or (g) of
Section 6.01, provided that in each case

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

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

                 (3) the Trustee need not take any action which might involve it
      in personal liability or be unjustly prejudicial to the Holders of Notes
      not consenting.

Section 6.13.     Waiver of Past Defaults.

           Subject to Section 6.02, the Holders of not less than a majority in
principal amount of the Outstanding Notes of any series may on behalf of the
Holders of all the Notes waive any past default described in clause (a), (b),
(c), (f) or (f) of Section 6.01 (or, in the case of a default described in
clause (d) or (e) of Section 6.01, the Holders of not less than a majority in
principal amount of all Outstanding Notes may waive any such past default), and
its consequences, except a default

                 (1) in respect of the payment of the principal, premium, if
      any, or interest on any Note or any related coupon, or

                 (2) in respect of a covenant or provision hereof which under
      Article 9 cannot be modified or amended without the consent of the Holder
      of each Outstanding Note affected.

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



                                       39
<PAGE>   46

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01.     Notice of Defaults.

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

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

                 (2) in the absence of bad faith on 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 furnished
      to the Trustee and conforming to the requirements of this Indenture; but
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture (but need not
      confirm or investigate the accuracy of mathematical calculations or other
      facts stated therein).

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

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

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

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

                 (3) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of a majority in principal amount of the
      Outstanding Notes of any series, determined as provided herein relating to
      the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon
      the Trustee, under this Indenture with respect to the Notes of such
      series.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

            Within 90 days after the occurrence of any Default hereunder with
respect to the Notes, the Trustee shall transmit in the manner and to the extent
provided in TIA Section 313(c), notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal, premium,
if any, or interest on any of such Notes, the Trustee shall be protected in
withholding such notice if and so long as the Trustee in good faith determines
that the withholding of such notice is in the interest of the Holders of Notes
of such



                                       40
<PAGE>   47

series and any related coupons; provided, further, that in the case of any
Default of the character specified in Section 6.01(c) with respect to the Notes,
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof.

Section 7.02.     Certain Rights of Trustee.

           Subject to the provisions of TIA Sections 315(a) through 315(d):

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

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

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

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

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

                 (6) the Trustee shall not be bound to make any investigation
      into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, note, other evidence of indebtedness or
      other paper or document, but the Trustee, in its discretion, may make such
      further inquiry or investigation into such facts or matters as it may see
      fit, and, if the Trustee shall determine to make such further inquiry or
      investigation, it shall be entitled to examine the books, records and
      premises of the Company, personally or by agent or attorney;

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

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



                                       41
<PAGE>   48

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

                 (10) the rights, privileges, protections, immunities and
      benefits given to the Trustee, including, without limitation, its right to
      be indemnified, are extended to, and shall be enforceable by, the Trustee
      in each of its capacities hereunder, and to each agent, custodian and
      other Person employed to act hereunder.

           The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

Section 7.03.     Trustee Not Responsible for Recitals or Issuance of Notes.

           The recitals contained herein and in the Notes, except for the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Notes, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Notes and perform its obligations hereunder and that
the statements made by it in a Statement of Eligibility and Qualification on
Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of Notes or
the proceeds thereof.

Section 7.04.     May Hold Notes.

           The Trustee, any Authenticating Agent, any Paying Agent, any
Registrar or any other agent of the Company or of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes and, subject to
TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Registrar or such other agent.

Section 7.05.     Money Held in Trust.

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

Section 7.06.     Compensation and Reimbursement.

           The Company agrees:

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



                                       42
<PAGE>   49
                 (2) except as otherwise expressly provided herein, to reimburse
      the Trustee upon its request for all reasonable expenses, disbursements
      and advances incurred or made by the Trustee in accordance with any
      provision of this Indenture (including the reasonable compensation and the
      expenses and disbursements of its agents and counsel), except any such
      expense, disbursement or advance as may be attributable to its negligence
      or bad faith; and

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

           The obligations of the Company under this Section 7.06 to compensate
the Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of such obligations
of the Company, the Trustee shall have a claim prior to the Notes upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal, premium, if any, or interest on
particular Notes.

Section 7.07.     Corporate Trustee Required; Eligibility; Conflicting Interest.

           There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1). Each successor trustee
shall have a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 7.07,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.07, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article 7.

Section 7.08.     Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article 7 shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.09.

            (b) The Trustee may resign at any time with respect to the Notes by
giving written notice thereof to the Company. If the instrument of acceptance by
a successor Trustee required by Section 7.09 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of resignation
removal, the resigning removed Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Notes.

            (c) If at any time:

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



                                       43
<PAGE>   50

                 (2) the Trustee shall cease to be eligible under Section
      7.07(a) and shall fail to resign after written request therefor by the
      Company or by any Holder who has been a bona fide Holder of a Note for at
      least six months, or

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

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

           The Company also may remove the Trustee with or without cause if the
Company so notifies the Trustee three months in advance and if no Default occurs
during the three-month period.

           If the instrument of acceptance by a successor Trustee required by
Section 7.09 shall not have been delivered to the Trustee within 30 days after
receipt of a notice of removal, the removed Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Notes.

            (d) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Notes, the Company, by a Board Resolution, shall promptly appoint
a successor Trustee or Trustees with respect to the Notes. If no successor
Trustee with respect to the Notes shall have been so appointed by the Company or
the Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Note for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Notes.

            (e) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Notes and each appointment of a
successor Trustee with respect to the Notes to the Holders of Notes in the
manner provided for in Section 13.02. Each notice shall include the name of the
successor Trustee with respect to the Notes and the address of its Corporate
Trust Office.

Section 7.09.     Acceptance of Appointment by Successor.

            (a) In case of the appointment hereunder of a successor Trustee with
respect to the Notes, the Company, the retiring Trustee and each successor
Trustee with respect to the Notes shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Notes to which the appointment of such successor Trustee relates; and upon the
execution and delivery of such supplemental indenture to resignation or removal
of the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Notes; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Notes.



                                       44
<PAGE>   51

            (b) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) of this Section 7.09.

            (c) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article 7.

Section 7.10.     Merger, Conversion, Consolidation or Succession to Business.

           Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes; and in case at that
time any of the Notes shall not have been authenticated, any successor Trustee
may authenticate such Notes either in the name of any predecessor hereunder or
in the name of the successor Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Trustee shall have; provided, however, that
the right to adopt the certificate of authentication of any predecessor Trustee
or to authenticate Notes in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

Section 7.11.     Appointment of Authenticating Agent.

           At any time when any of the Notes remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Notes which shall be authorized to act on behalf of the Trustee to authenticate
Notes of such series and the Trustee shall give written notice of such
appointment to all Holders of Notes with respect to which such Authenticating
Agent will serve, in the manner provided for in Section 13.06. Notes so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, and a copy of such instrument
shall be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Notes by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section 7.11, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.11, it shall resign immediately in the manner and
with the effect specified in this Section 7.11.



                                       45
<PAGE>   52

           Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 611, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

           An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 611, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
written notice of such appointment to all Holders of Notes with respect to which
such Authenticating Agent will serve, in the manner provided for in Section
13.02. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 7.11.

           The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 7.11, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 7.06.

           If an appointment with respect to one or more series is made pursuant
to this Section 7.11, the Notes of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

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

            Dated:

            The Bank of New York

            By
               -----------------------------
               as Authenticating Agent

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


                                   ARTICLE 8.
                       DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Defeasance or Covenant Defeasance.

           The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.



                                       46
<PAGE>   53
Section 8.02.     Defeasance and Discharge.

           Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from its obligations with respect to all
Outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "Defeasance"). For this purpose, Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Notes, which shall thereafter be deemed to be Outstanding
only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes, the Note Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of such Outstanding Notes to receive, solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any, on) and interest
and Liquidated Damages, if any on such Notes when such payments are due, (b) the
Company's obligations with respect to such Notes under Article 2 and Section
4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (d)
this Article Eight.

Section 8.03.     Covenant Defeasance.

           Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their respective obligations under the covenants contained in
Sections 4.07, 4.08, and 4.10 hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes 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 (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company and
the Guarantors 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 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 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.01 hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c), (f) and (g) hereof shall not constitute Events of Default.

Section 8.04.     Conditions to Defeasance or Covenant Defeasance.

           The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

           In order to exercise either defeasance or covenant defeasance:

            (a) the Company shall irrevocably deposit or cause to be deposited
with the Trustee, in trust, for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Notes, (A) money in an amount (in such currency in which
such Notes



                                       47
<PAGE>   54

are then specified as payable at Stated Maturity), or (B) Government Obligations
applicable to such Notes which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment of principal (including
any premium) and interest, if any, under such Notes, money in an amount or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants to pay and discharge (i) the principal of (and
premium, if any, on) and interest on the outstanding Notes on the Stated
Maturity (or any Redemption Date selected by the Company, if applicable) of such
principal (and premium, if any) or installment or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to the
outstanding Notes on the day on which such payments are due and payable in
accordance with the terms of the Indenture and of such Notes; provided, however,
that the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such Government Obligations to said payments with respect to
such Notes. Before such a deposit, the Company may give to the Trustee, in
accordance with the redemption provisions in the Indenture, a notice of its
election to redeem all or any portion of such outstanding Notes at a future date
in accordance with the terms of the Notes and the redemption provisions of the
Indenture, which notice shall be irrevocable. Such irrevocable redemption
notice, if given, shall be given effect in applying the foregoing;

            (b) such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound;

            (c) in the case of a covenant defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the outstanding Notes will not recognize income, gain or loss for federal income
tax purposes as a result of such covenant defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred;

            (d) such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations in
connection therewith pursuant to this Indenture; and

            (e) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent under this Indenture to either defeasance or covenant defeasance, as
the case may be, have been satisfied.

Section 8.05.     Deposited Money and Government Securities to be Held in Trust;
                  Other Miscellaneous Provisions.

           Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

           The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.



                                       48
<PAGE>   55

           Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Defeasance or Covenant
Defeasance.

Section 8.06.     Repayment to Company.

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

Section 8.07.     Reinstatement.

           If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture, the Notes and the Note Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest or Liquidated Damages, if any, on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                             SUPPLEMENTAL INDENTURE

Section 9.01.     Supplemental Indentures Without Consent of Holders.

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

                 (1) to cure ambiguities, defects or inconsistencies, or to make
      any other provisions with respect to questions or matters arising under
      this Indenture;

                 (2) to effect or maintain the qualification of the Indenture
      under the Trust Indenture Act.



                                       49
<PAGE>   56


                 (3) to secure the Notes; or

                 (4) to add to the covenants of the Company or any Guarantor for
      the benefit of the Holders of the Notes; or

                 (5) to make any other change to the provisions of this
      Indenture that does not adversely affect in all material respects the
      rights of Holders of the Notes hereunder;

                 (6) to add any additional Note Guarantees;

                 (7) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Notes and to add to
      or change any of the provisions of this Indenture as shall be necessary to
      provide for or facilitate the administration of the trusts hereunder by
      more than one Trustee, pursuant to the requirements of Section 7.09(b); or

                 (8) to evidence the succession of another Person to the Company
      or any Guarantor and the assumption by any such successor of the
      obligations of the Company or Guarantor, as applicable, contained herein
      and in the Notes; or

                 (9) to add any additional Events of Default; or

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

                 (11) to make any other provisions with respect to matters or
      questions arising under this Indenture; provided, however, that such
      action shall not adversely affect the interests of the Holders of Notes in
      any material respect; or

                 (12) to supplement any of the provisions of this Indenture to
      such extent as shall be necessary to permit or facilitate the defeasance
      and discharge of the Notes pursuant to Sections 11.01, 8.02 and 8.03;
      provided that any such action shall not adversely affect the interests of
      the Holders of Notes in any material respect; or

                 (13) to provide for uncertificated Notes in addition to or in
      place of certificated Notes.

Section 9.02.     Supplemental Indentures with Consent of Holders.

           With the consent of the Holders of not less than a majority in
principal amount of all Outstanding Notes by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by or pursuant to a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture which affect
such Notes or of modifying in any manner the rights of the Holders of Notes
under this Indenture; provided, however, that no such supplemental indenture,
modification or amendment shall, without the consent of the Holder of each
Outstanding Note affected thereby,

                 (1) change the Stated Maturity of the principal of, or any
      installment of interest on, any Note or reduce the principal amount
      thereof or the rate of interest thereon or any premium payable



                                       50
<PAGE>   57

      upon the redemption thereof, or adversely affect, after giving effect or
      after the event giving rise to any right of repayment shall have occurred,
      any right of repayment at the option of any Holder of any Note, or impair
      the right to institute suit for the enforcement of any such payment on or
      after the Stated Maturity thereof (or, in the case of redemption or
      repayment at the option of the Holder, on or after the Redemption Date or
      Repayment Date, as the case may be), or adversely affect any right to
      exchange any Note as may be provided pursuant to Article 2 herein, or

                 (2) reduce the percent in principal amount of the Outstanding
      Notes, the consent of whose Holders is required for any such supplemental
      indenture, for any waiver of compliance with certain provisions of this
      Indenture or certain defaults hereunder and their consequences provided
      for in this Indenture, or reduce the requirements of Section 13.04 for
      quorum or voting.

           The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

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

Section 9.03.     Execution of Supplemental Indentures.

           In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article 9 or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

Section 9.04.     Effect of Supplemental Indentures.

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

Section 9.05.     Conformity with Trust Indenture Act.

           Every supplemental indenture executed pursuant to this Article 9
shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.06.     Reference in Notes to Supplemental Indentures.

           Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article 9 may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes



                                       51
<PAGE>   58

so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01.    Note Guarantee.

           Subject to the provisions of this Article 10, each Guarantor hereby,
jointly and severally, fully, unconditionally and irrevocably Guarantees to each
Holder of Notes hereunder and to the Trustee on behalf of the Holders: (i) the
due and punctual payment of the principal of and interest on each Note, when and
as the same shall become due and payable, whether at maturity, by acceleration
or otherwise, the due and punctual payment of interest on the overdue principal
of and interest, if any, on the Notes, to the extent lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee, all in accordance with the terms of such Note and this Indenture
and (ii) in the case of any extension of time of payment or renewal of any Notes
or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
at maturity, by acceleration or otherwise, subject, however, in the case of
clauses (i) and (ii) above, to the limitations set forth in the next succeeding
paragraph.

           Each Note Guarantee shall rank equally and pari passu with all other
unsecured and unsubordinated debt of the issuer of such Note Guarantee.

           Each Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the Guarantee by such
Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the United States Bankruptcy Code, 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 Guarantor hereby irrevocably agree that the obligations of such Guarantor
under its Note Guarantee shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guarantor
(including, but not limited to, the Guarantor Senior Indebtedness of such
Guarantor) and after giving effect to any collections from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Note Guarantee or pursuant to the following paragraph,
result in the obligations of such Guarantor under its Note Guarantee not
constituting such fraudulent transfer or conveyance.

           In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its Note
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each
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 Notes or any other Guarantor's obligations with
respect to its Note Guarantee. "Adjusted Net Assets" of such Guarantor at any
date shall mean the lesser of the amount by which (x) the fair value of the
property of such 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), but
excluding liabilities under the Note Guarantee, of such Guarantor at such date
and (y) the present fair salable value of the assets of such Guarantor at such
date exceeds the amount that will be required to pay the probable liability of
such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date and after



                                       52
<PAGE>   59

giving effect to any collection from any Subsidiary of such Guarantor in respect
of the obligations of such Subsidiary under the Note Guarantee of such
Guarantor), excluding debt in respect of its Note Guarantee, as they become
absolute and matured.

           Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any requirement that the Trustee or any of the Holders protect,
secure, perfect or insure any security interest in or other Lien upon any
property subject thereto or exhaust any right or take any action against the
Issuer or any other Person, any right to require a proceeding first against the
Company, the benefit of discussion, protest or notice with respect to any such
Note or the debt evidenced thereby and all demands whatsoever (except as
specified above), and covenants that this Note Guarantee will not be discharged
as to any such Note except by payment in full of the principal thereof and
interest thereon and as provided in Section 11.01. The maturity of the
obligations Guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of this Article 10. In the event of any declaration of acceleration
of such obligations as provided in Article 6, such obligations (whether or not
due and payable) shall forthwith become due and payable by the Guarantors for
the purpose of this Article 10. In addition, without limiting the foregoing
provisions, upon the effectiveness of an acceleration under Article 6, the
Trustee shall promptly make a demand for payment on the Notes under the Note
Guarantee provided for in this Article 10.

           The obligations of each Guarantor under this Note Guarantee are
independent of the obligations Guaranteed by such Guarantor hereunder, and a
separate action or actions may be brought and prosecuted by the Trustee on
behalf of, or by, the Holders, subject to the terms and conditions set forth in
this Indenture, against a Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against the Company or whether the Company is
joined in any such action or actions.

           If the Trustee or the Holder is required by any court or otherwise to
return to the Company or any Guarantor, or any custodian, receiver, liquidator,
trustee, sequestrator or other similar official acting in relation to the
Company or such Guarantor, any amount paid to the Trustee or such Holder in
respect of a Note, this Note Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each of the Guarantors further
agrees, to the fullest extent that it may lawfully do so, that, as between it,
on the one hand, and the Holders and the Trustee, on the other hand, the
maturity of the obligations Guaranteed hereby may be accelerated as provided in
Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any
stay, injunction or other prohibition extant under any applicable bankruptcy law
preventing such acceleration in respect of the obligations Guaranteed hereby.

           Each of the Guarantors hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the Company or any other
Guarantor that arise from the existence, payment, performance or enforcement of
its obligations under this Note Guarantee and this Indenture, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, any right to participate in any claim or remedy of the Holders
against the Company or any Guarantor or any collateral which any such Holder or
the Trustee on behalf of such Holder hereafter acquires, 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 or a Guarantor, 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 a Guarantor in violation of the
preceding sentence and the principal of and accrued interest on the Notes shall
not have been paid in full, such amount shall be deemed to have been paid to
such Guarantor for the benefit of, and held in trust for the benefit of, the
Holders, and shall forthwith be paid to the Trustee for the benefit of the
Holders to be credited and applied upon the principal of and accrued interest on
the Notes. Each of the Guarantors acknowledges that it will receive direct and



                                       53
<PAGE>   60

indirect benefits from the issuance of the Notes pursuant to this Indenture and
that the waivers set forth in this Section 10.01 are knowingly made in
contemplation of such benefits.

           The Note Guarantee set forth in this Section 10.01 shall not be valid
or become obligatory for any purpose with respect to a Note until the
certificate of authentication on such Note shall have been signed by or on
behalf of the Trustee.

Section 10.02.    Obligations Unconditional.

           Nothing contained in this Article 10 or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as among any Guarantor and the
Holders of the Notes, the obligation of such Guarantor, which is absolute and
unconditional, upon failure by the Company to pay to the Holders of the Notes
the principal of and interest on the Notes 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 such Guarantor, nor shall
anything herein or therein prevent any Holder or the Trustee on their behalf
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture.

           Without limiting the foregoing, nothing contained in this Article 10
will restrict the right of the Trustee or the Holders to take any action to
declare the Note Guarantee to be due and payable prior to the maturity of any
Notes pursuant to Section 6.01 or to pursue any rights or remedies hereunder.

Section 10.03.    Release of Note Guarantees.

           Upon the sale by the Company or any Subsidiary of all or
substantially all of the assets of any Subsidiary Guarantor or all of the
Capital Stock of any Subsidiary Guarantor that does not otherwise violate this
Indenture, such Guarantor (in the event of a sale or other disposition of all of
the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring
such assets (in the event of a sale or other disposition of all or substantially
all of the assets of such Subsidiary Guarantor) shall be automatically and
unconditionally released and discharged of its Note Guarantee obligations.

Section 10.04.    Notice to Trustee.

           A Guarantor shall give prompt written notice to the Trustee of any
fact known to such Guarantor which would prohibit the making of any payment to
or by the Trustee in respect of the Note Guarantee pursuant to the provisions of
this Article 10.

Section 10.05.    This Article not to Prevent Events of Default.

           The failure to make a payment on account of principal of or interest
on the Notes by reason of any provision of this Article 10 will not be construed
as preventing the occurrence of an Event of Default.

Section 10.06.    Execution and Delivery of Note Guarantee.

           To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Presidents.



                                       54
<PAGE>   61

           Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

           If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

           The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

           In the event that the Company creates or acquires any new
Subsidiaries subsequent to the date of this Indenture, if required by Section
10.04 hereof, the Company shall cause such Subsidiaries to execute supplemental
indentures to this Indenture and Note Guarantees in accordance with Section
10.04 hereof and this Article 10, to the extent applicable.

Section 10.07.    Subsidiary Guarantees.

            (a) The Company shall not permit any Domestic Subsidiary to issue
Debt or any Subsidiary to Guarantee the payment of any Debt of the Company or
any Guarantor (in each case, the "Guaranteed Debt;" The Company or the Guarantor
that is primarily liable on the Guaranteed Debt being the "Obligor") unless: (i)
if such Subsidiary is not a Guarantor, such Subsidiary simultaneously executes
and delivers a Note Guarantee pursuant to a supplemental indenture to this
Indenture of payment of the Notes by such Subsidiary; provided, however, such
Note Guarantee shall be required only to the extent and for so long as such
Subsidiary Guarantees the Guaranteed Debt or such Debt is outstanding and (ii)
if such Debt or the Guaranteed Debt is by its express terms subordinated in
right of payment to the Notes or the Note Guarantee of such Obligor, any such
Debt or Guarantee of such Guarantor with respect to the Guaranteed Debt shall be
subordinated in right of payment to such Guarantor's Guarantee with respect to
the Notes substantially to the same extent as the Debt or Guaranteed Debt is
subordinated to the Notes or the Note Guarantee of such Obligor, as applicable.

            (b) any such Subsidiary executing a Notes Guarantee pursuant to
clause (a) above will waive and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement indemnity or
subrogation or any other rights against the Company or any other Guarantor as a
result of any payment by such Guarantor under its Note Guarantee and shall
deliver to the Trustee an opinion of counsel to the effect that (i) such Note
Guarantee has been duly executed and authorized and (ii) such Note Guarantee
constitutes a valid, binding and enforceable obligation of such Guarantor,
except insofar as enforcement thereof may be limited by bankruptcy, insolvency
or similar laws (including, without limitation, all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is subject to general
principles of equity.

            (c) No Subsidiary Guarantor may consolidate with or merge with or
into (whether or not such Subsidiary Guarantor is the surviving Person), another
corporation, Person or entity whether or not affiliated with such Subsidiary
Guarantor unless (i) the Person formed by or surviving any such consolidation or
merger (if other than such Subsidiary Guarantor) assumes all the obligations of
such Subsidiary Guarantor pursuant to a supplemental indenture under the Notes
and this Indenture and (ii) immediately after giving effect to such transaction
no Default or Event of Default shall have occurred.



                                       55
<PAGE>   62

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01.    Satisfaction and Discharge.

           This Indenture shall upon Company Request cease to be of further
effect with respect to any Notes (except as to any surviving rights of
registration of transfer or exchange of Notes herein expressly provided for) and
the Trustee shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such Notes when

           (1)   either

                 (A) all Notes theretofore authenticated and delivered (other
      than (i) Notes which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 2.07, and (ii) Notes for
      whose payment money has theretofore been deposited in trust with the
      Trustee or any Paying Agent or segregated and held in trust by the Company
      and thereafter repaid to the Company, as provided in Section 4.10) have
      been delivered to the Trustee for cancellation; or

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

                      (i)   have become due and payable, or

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

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

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

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

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

           Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.06, the obligations of
the Trustee to any Authenticating Agent under Section 7.11 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section 11.01, the obligations of the Trustee under Section 11.02 and the
last paragraph of Section 4.10 shall survive.



                                       56
<PAGE>   63

Section 11.02.    Application of Trust Money.

           Subject to the provisions of the last paragraph of Section 4.10, all
money deposited with the Trustee pursuant to Section 11.01 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, premium, if any,
and interest for whose payment such money has been deposited with the Trustee,
but such money need not be segregated from other funds except to the extent
required by law.

Section 11.03.    Repayment of Trust Money.

           The Trustee and the Paying Agent shall promptly turn over to the
Company upon request any excess money or securities held by them at any time.

           The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or interest that
remains unclaimed for two years. After payment to the Company, Holders entitled
to the money must look to the Company for payment as unsecured general creditors
unless an abandoned property law designates another person.

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01.    Trust Indenture Act Controls.

           If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 12.02.    Notices.

           Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:



                                       57
<PAGE>   64

            If to the Company and/or any Guarantor:

            Protection One Alarm Monitoring, Inc.
            6225 North Highway 161, Suite 400
            Irving, Texas  75038
            Telecopier No.:  (972) 916-6156
            Attention:  General Counsel

            With a copy to:

            Weil, Gotshal & Manges LLP
            100 Crescent Court, Suite 1300
            Dallas, Texas  75201-6950
            Telecopier No.:  (214) 746-7777
            Attention:  Jeremy Dickens, Esq.

            If to the Trustee:

            The Bank of New York
            101 Barclay Street, 21st Floor
            New York, New York  10286
            Telecopier No.:  (212) 815-5195
            Attention:  Corporate Trust Administration

           The Company, any Guarantor or the Trustee, by notice to the others
may designate additional or different addresses for subsequent notices or
communications.

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

                 (1) the Trustee by any Holder or by the Company shall be
      sufficient for every purpose hereunder if made, given, furnished or filed
      in writing and mailed, first-class postage prepaid or transmitted via
      facsimile, to or with the Trustee at its Corporate Trust Office, or

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

                                   ARTICLE 13.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 13.01.    Disclosure of Names and Addresses of Holders.

           Every Holder of Notes, by receiving and holding the same, agrees with
the Company and the Trustee that none of the Company or the Trustee or any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance with
TIA Section 312, regardless of the source from which such information was
derived, and



                                       58
<PAGE>   65

that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b).

Section 13.02.    Reports by Trustee.

           Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Notes pursuant to this Indenture, the Trustee
shall transmit to the Holders of Notes, in the manner and to the extent provided
in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA
Section 313(a).

Section 13.03.    Reports by Company.

           The Company shall:

                 (1) file with the Trustee, within 15 days after the Company is
      required to file the same 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 from time to time by rules
      and regulations prescribe) which the Company may be required to file with
      the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
      if the Company is not required to file information, documents or reports
      pursuant to either of such Sections, then it shall file with the Trustee
      and the SEC, in accordance with rules and regulations prescribed from time
      to time by the SEC, such of the supplementary and periodic information,
      documents and reports which may be required pursuant to Section 13 of the
      Exchange Act in respect of a security listed and registered on a national
      securities exchange as may be prescribed from time to time in such rules
      and regulations;

                 (2) file with the Trustee and the SEC, in accordance with rules
      and regulations prescribed from time to time by the SEC, such additional
      information, documents and reports with respect to compliance by the
      Company with the conditions and covenants of this Indenture as may be
      required from time to time by such rules and regulations; and

                 (3) transmit to all Holders, in the manner and to the extent
      provided in TIA Section 313(c), within 30 days after the filing thereof
      with the Trustee, such summaries of any information, documents and reports
      required to be filed by the Company pursuant to paragraphs (1) and (2) of
      this Section 12.03 as may be required by rules and regulations prescribed
      from time to time by the SEC.

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

           All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

           Where this Indenture provides for notice of any event to Holders of
Notes by the Company or the Trustee, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register within the time prescribed for
the giving of such notice. In any case where notice to Holders of Notes is given
by mail, neither the failure to mail such notice, nor any defect in any



                                       59
<PAGE>   66

notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Notes given as provided. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

           In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impractical to mail
notice of any event to Holders of Notes when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be sufficient
giving of such notice for every purpose hereunder.

           Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language.

           Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

Section 13.04.    Communication by Holders of Notes with Other Holders of Notes.

           Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 13.05.    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:

            (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

            (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 11.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 13.06.    Statements Required in Certificate or Opinion.

           Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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



                                       60
<PAGE>   67

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

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

Section 13.07.    Rules by Trustee and Agents.

           The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 13.08.    No Personal Liability of Directors, Officers, Employees and
Stockholders.

           No past, present or future director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or such Guarantor under the Notes,
the Note Guarantees, this Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.

Section 13.09.    Governing Law.

           THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.10.    No Adverse Interpretation of Other Agreements.

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

Section 13.11.    Successors.

           All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 10.05.

Section 13.12.    Severability.

           In case any provision in this Indenture or in the Notes 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 13.13.    Counterpart Originals.

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



                                       61
<PAGE>   68

Section 13.14.    Table of Contents, Headings, etc.

           The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

Section 13.15.    Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of the Outstanding Notes may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agents duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Note, shall be sufficient for any purpose of this Indenture and conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section 11.14. The record of any meeting of Holders of Notes shall be proved in
the manner provided in Section 12.06.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

            (c) The principal amount and serial numbers of Notes held by any
Person, and the date of holding the same, shall be proved by the Security
Register.

            (d) If the Company shall solicit from the Holders of Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 60 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Notes have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Notes shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after
the record date.



                                       62
<PAGE>   69

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

Section 13.16.    Legal Holidays.

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

Section 13.17.    Benefits of Indenture.

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


                         [Signatures on following page]



                                       63
<PAGE>   70



                                   SIGNATURES

Dated as of August 17, 1998

                                     PROTECTION ONE ALARM MONITORING, INC.


                                     By:  /s/ JOHN W. HESSE
                                         ------------------------------------
                                     Name:    John W. Hesse
                                     Title:   Chief Financial Officer, Vice 
                                              President and Secretary


                                     PROTECTION ONE, INC.


                                     By:  /s/ JOHN W. HESSE
                                         ------------------------------------
                                     Name:    John W. Hesse
                                     Title:   Chief Financial Officer, Vice 
                                              President and Secretary



                                     WESTAR SECURITY, INC.


                                     By:  /s/ JOHN W. HESSE
                                         ------------------------------------
                                     Name:    John W. Hesse
                                     Title:   Secretary and Treasurer
                                              



                                     WESTSEC, INC


                                     By:  /s/ JOHN W. HESSE
                                         ------------------------------------
                                     Name:    John W. Hesse
                                     Title:   Secretary and Treasurer
                                              



THE BANK OF NEW YORK

  /s/   WALTER N. GITLIN
------------------------------------
Name:   Walter N. Gitlin
Title:  Vice President



                                       64
<PAGE>   71

                                 [Face of Note]
===============================================================================
                                                            CUSIP NO. 743659AM6





                    7 3/8% Series [A/B] Senior Notes due 2005

No. ___                                                          $____________





                      PROTECTION ONE ALARM MONITORING, INC.

promises to pay to
                   -----------------------------------------------------------
or registered assigns,

the principal sum of
                      --------------------------------------------------------
Dollars on August 15, 2005.

Interest Payment Dates:  February 15 and August 15

Record Dates:  February 1 and August 1






                                     PROTECTION ONE ALARM MONITORING, INC.


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


This is one of the [Global] Notes referred to 
in the within-mentioned Indenture:

Dated: _______________, ____


THE BANK OF NEW YORK
  as Trustee


By: __________________________________
         Authorized Signatory



                                       1
<PAGE>   72


===============================================================================
                                 [Back of Note]
                   7 3/8% Series [A/B] Senior Notes due 2005

           [Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

           [THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT
AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER: REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
"QIB"), (B) IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR
(7) OR REGULATION D UNDER THE SECURITIES ACT (AN "IAI"), AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF
ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI
THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY
(THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT."]



                                       2
<PAGE>   73
           Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

           1. INTEREST. Protection One Alarm Monitoring, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 7 3/8% per annum from August 17, 1998 until maturity and shall pay
the Liquidated Damages payable pursuant to Section 2 of the Registration Rights
Agreement referred to below. The Company will pay interest and Liquidated
Damages semi-annually in arrears on February 15 and August 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each
an "Interest Payment Date"). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be August 15, 1999. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

           2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on February 1 or August 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.11 of the Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated
Damages, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.

           3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

           4. INDENTURE. The Company issued the Notes under an Indenture dated
as of August 17, 1998 ("Indenture") among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $250.0 million
in aggregate principal amount.


                                       3
<PAGE>   74

            5.   OPTIONAL REDEMPTION.

            (a) The Company has the option to redeem the Notes, in whole or in
part, at a redemption price equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) as determined by an Independent
Investment Banker, the sum of the present values of the Remaining Scheduled
Payments on the Notes to be redeemed discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate, plus, in each case, accrued interest and Liquidated
Damages, if any, on the Notes to be redeemed to the date of redemption.

            6.   MANDATORY REDEMPTION.

           Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

            7. REPURCHASE AT OPTION OF HOLDER; CHANGE OF CONTROL.

            If there is a Change of Control, the Company shall be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 10 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

           In the event that at any time (i) both rating agencies assign the
Notes an investment grade rating and (ii) no default has occurred and is
continuing under this Indenture, the provisions of this Indenture with respect
to a Change of Control triggering offer will be permanently terminated.

           8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

           9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

           10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

           11. SUPPLEMENTAL INDENTURES. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a




                                       4
<PAGE>   75

majority in principal amount of the then outstanding Notes voting as a single
class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes
voting as a single class. Without the consent of any Holder of a Note, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes
in addition to or in place of certificated Notes, to provide for the assumption
of the Company's or Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act, or to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or a Note Guarantee with respect to
the Notes.

           12. DEFAULTS AND REMEDIES. Events of Default include: (i) defaults in
the payment of interest or Liquidated Damages on the Notes when such interest
becomes due and payable, and continuance of such default for a period of 60
days; (ii) defaults in the payment of the principal of (or premium, if any, on)
the Notes at their Maturity or upon any redemption and such default shall
continue for five or more days; (iii) defaults in the performance, or breach, of
any covenant or warranty in the Indenture, and continuance of such default or
breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company or any Guarantor by the Trustee or to the
Company, any Guarantor and the Trustee by the Holders of at least 331/3% of all
outstanding Notes, a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" thereunder; (iv) the entry of a decree or order by a court having
jurisdiction in the premises adjudging the Company or any Guarantor bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Guarantor under any Bankruptcy Law or any other applicable federal or state law,
or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or any Guarantor, or of any substantial part of
the property of the Company or any Guarantor, or ordering the winding up or
liquidation of the affairs of the Company or any Guarantor, and the continuance
of any such decree or order unstayed and in effect for a period of 90
consecutive days; (v) the institution by the Company or any Guarantor of
proceedings to be adjudicated bankrupt or insolvent, or the consent by the
Company or any Guarantor to the institution of bankruptcy or insolvency
proceedings against either of them, or the filing by either of them of a
petition or answer or consent seeking reorganization or relief under any
Bankruptcy Law or any another applicable federal or state law, or the consent by
either of them to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or any Guarantor, or of any substantial part of the
property of the Company or any Guarantor, or the making of either of them of an
assignment for the benefit of creditors; and (vi) a final judgment or final
judgments for the payment of money are entered by a court or courts of competent
jurisdiction against POI or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
and such judgment or judgments remain undischarged for a period (during which
execution shall not be effectively stayed) of 60 days, provided that the
aggregate of all such undischarged judgments exceeds $5.0 million; or (vii)
except as permitted by this Indenture, any Note Guarantee is held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor, or any Person acting on behalf
of any Guarantor, shall deny or disaffirm its obligations under such Guarantor's
Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.



                                       5
<PAGE>   76

Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal, interest or Liquidated Damages, if any) if
it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest or
Liquidated Damages, if any, on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

           13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

           14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Notes, the Note Guarantees, the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

           15. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

           16. ABBREVIATIONS. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

           17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of August 17, 1998, among the Company and the parties named
on the signature pages thereof.

           18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

           19. GOVERNING LAW. The internal law of the State of New York shall
govern and be used to construe this Indenture, the Notes and the Note Guarantees
without giving effect to applicable principles of conflicts of law to the extent
that the application of the laws of another jurisdiction would be required
thereby.



                                       6
<PAGE>   77


           The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Protection One Alarm Monitoring, Inc.
6225 North Highway 161, Suite 400
Irving, Texas  75038
Attention:  General Counsel



                                       7
<PAGE>   78

                                 ASSIGNMENT FORM

           To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ---------------------------------
                                               (Insert assignee's legal name)

-------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

-------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ______________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:
      ------------------------
                                         Your Signature:
                                                         ----------------------
                                             (Sign exactly as your name appears
                                              on the face of this Note)


Signature Guarantee*:
                      ------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                       8
<PAGE>   79

                       OPTION OF HOLDER TO ELECT PURCHASE

           If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 of the Indenture, check the following box: [ ]

           If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 of the Indenture, state the amount you elect to
have purchased:

                               $
                                ----------------

Date:

                                         Your Signature:
                                                         ----------------------
                                             (Sign exactly as your name appears 
                                              on the face of this Note)


                                         Tax Identification No.:
                                                                 --------------

Signature Guarantee*:
                       --------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                       9
<PAGE>   80


             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

           The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:


<TABLE>
<CAPTION>
                                                                         Principal Amount
                        Amount of decrease in  Amount of increase in      at maturity of          Signature of
                          Principal Amount        Principal Amount       this Global Note     authorized officer of
                           at maturity of          at maturity of     following such decrease    Trustee or Note
   Date of Exchange       this Global Note        this Global Note         (or increase)            Custodian
   ----------------       ----------------        ----------------         -------------            ---------
<S>                       <C>                 <C>                     <C>                      <C>
</TABLE>




                                       10
<PAGE>   81

                                                                     EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER

Protection One Alarm Monitoring, Inc.
6225 North Highway 161, Suite 400
Irving, Texas  75038

[Registrar address block]


            Re: 7 3/8% Senior Notes due 2005

           Reference is hereby made to the Indenture, dated as of August 17,
1998 (the "Indenture"), among Protection One Alarm Monitoring, Inc., as issuer
(the "Company"), the Guarantors and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

           ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

           1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL 
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

           2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL 
INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on Transfer 



                                      B-1
<PAGE>   82

enumerated in the Private Placement Legend printed on the Regulation S Global
Note and/or the Definitive Note and in the Indenture and the Securities Act.

           3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                 (a) [ ] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or

                 (b) [ ] such Transfer is being effected to the Company or a
      subsidiary thereof;

                                       or

                 (c) [ ] such Transfer is being effected pursuant to an
      effective registration statement under the Securities Act and in
      compliance with the prospectus delivery requirements of the Securities
      Act;

                                       or

                 (d) [ ] such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
      904, and the Transferor hereby further certifies that it has not engaged
      in any general solicitation within the meaning of Regulation D under the
      Securities Act and the Transfer complies with the transfer restrictions
      applicable to beneficial interests in a Restricted Global Note or
      Restricted Definitive Notes and the requirements of the exemption claimed,
      which certification is supported by (1) a certificate executed by the
      Transferee in the form of Exhibit D to the Indenture and (2) if such
      Transfer is in respect of a principal amount of Notes at the time of
      transfer of less than $250,000, an Opinion of Counsel provided by the
      Transferor or the Transferee (a copy of which the Transferor has attached
      to this certification), to the effect that such Transfer is in compliance
      with the Securities Act. Upon consummation of the proposed transfer in
      accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will be subject to the restrictions on
      transfer enumerated in the Private Placement Legend printed on the IAI
      Global Note and/or the Definitive Notes and in the Indenture and the
      Securities Act.

           4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL 
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

           (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer 
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note 



                                      B-2
<PAGE>   83

will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

           (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The 
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

           (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                        --------------------------------------
                                            [Insert Name of Transferor]


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

Dated:
       -----------------



                                      B-3
<PAGE>   84



                       ANNEX A TO CERTIFICATE OF TRANSFER

      1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                 (a) [ ] a beneficial interest in the:

                     (i)   [ ] 144A Global Note (CUSIP ___________), or
                                                       
                     (ii)  [ ] Regulation S Global Note (CUSIP ___________), or 

                     (iii) [ ] IAI Global Note (CUSIP ___________); or

                 (b) [ ]  a Restricted Definitive Note.


      2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                 (a) [ ] a beneficial interest in the:

                     (i)   [ ] 144A Global Note (CUSIP ___________), or
                                                       
                     (ii)  [ ] Regulation S Global Note (CUSIP ___________), or 

                     (iii) [ ] IAI Global Note (CUSIP ___________); or

                     (iv)  [ ] Unrestricted Global Note (CUSIP ___________); or

                 (b) [ ]  a Restricted Definitive Note.

                 (c) [ ]  an Unrestricted Definitive Note,

                 in accordance with the terms of the Indenture.




                                      B-4
<PAGE>   85



                                                                      EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Protection One Alarm Monitoring, Inc.
6225 North Highway 161, Suite 400
Irving, Texas  75038


[Registrar address block]


           Re:   7 3/8% Senior Notes due 200_

                              (CUSIP ____________)

           Reference is hereby made to the Indenture, dated as of August 17,
1998 (the "Indenture"), among Protection One Alarm Monitoring, Inc., as issuer
(the "Company"), the Guarantors and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

           __________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

           1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

           (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

           (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

           (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in 



                                      C-1
<PAGE>   86

accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

           (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

           2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

           (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

           (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] "144A Global Note," "Regulation S Global Note," IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.



                                      C-2
<PAGE>   87
            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                        --------------------------------------
                                            [Insert Name of Transferor]


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

Dated:
       -----------------




                                      C-3
<PAGE>   88

                                                                     EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Protection One Alarm Monitoring, Inc.
6225 North Highway 161, Suite 400
Irving, Texas  75038


[Registrar address block]


           Re:  7 3/8% Senior Notes due 200

           Reference is hereby made to the Indenture, dated as of August 17,
1998 (the "Indenture"), among Protection One Alarm Monitoring, Inc., as issuer
(the "Company"), the Guarantors and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

           In connection with our proposed purchase of $____________ aggregate
principal amount of:

           (a) [ ] a beneficial interest in a Global Note, or

           (b) [ ] a Definitive Note,

           we confirm that:

           1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

           2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

           3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the 



                                      D-1
<PAGE>   89

foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

           4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

           5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.



            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.


                                        --------------------------------------
                                          [Insert Name of Accredited Investor]


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

Dated:
       -----------------



                                      D-2
<PAGE>   90

                                                                     EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

           For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of August 17, 1998 (the "Indenture") among
Protection One, Inc., a Delaware corporation, the Guarantors listed on Schedule
I thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the Notes (as defined in the Indenture), whether
at maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest and Liquidated Damages, if any, on overdue principal and
premium, and, to the extent permitted by law, interest and Liquidated Damages,
if any, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for such purpose.


                                     PROTECTION ONE, INC.


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



                                     WESTAR SECURITY, INC.


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



                                     WESTSEC, INC.


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




                                      E-1
<PAGE>   91
                                                                     EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

           SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of ____________________ (or its permitted successor), the Company,
the other Guarantors (as defined in the Indenture referred to herein) and The
Bank of New York, as trustee under the indenture referred to below (the
"Trustee").

                               W I T N E S S E T H

           WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of August 17, 1998 providing
for the issuance of an aggregate principal amount of up to $250,000,000 of its
7 3/8% Senior Notes due 2005 (the "Notes");

           WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

           WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

           NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

           1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

           2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

                 (a) Along with all Guarantors named in the Indenture, to
      jointly and severally Guarantee to each Holder of a Note authenticated and
      delivered by the Trustee and to the Trustee and its successors and
      assigns, the Notes or the obligations of the Company hereunder or
      thereunder, that:

                      (i) the principal of and interest and Liquidated Damages,
           if any, on the Notes will be promptly paid in full when due, whether
           at maturity, by acceleration, redemption or otherwise, and interest
           and Liquidated Damages, if any, on the overdue principal of and
           interest on the Notes, if any, if lawful, 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 Notes or any of such other obligations, that same will
           be promptly paid in full when due or performed in accordance with the
           terms of the extension or renewal, whether at stated maturity, by
           acceleration or otherwise. Failing payment when due of any amount so
           guaranteed or any performance so guaranteed for whatever reason, the
           Guarantors shall be jointly and severally obligated to pay the same
           immediately.



                                      F-1
<PAGE>   92

                 (b) The obligations hereunder shall be unconditional,
      irrespective of the validity, regularity or enforceability of the Notes or
      the Indenture, the absence of any action to enforce the same, any waiver
      or consent by any Holder of the Notes with respect to any provisions
      hereof or thereof, the recovery of any judgment against the Company, any
      action to enforce the same or any other circumstance which might otherwise
      constitute a legal or equitable discharge or defense of a guarantor.

                 (c) The following is hereby waived: 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.

                 (d) This Note Guarantee shall not be discharged except by
      complete performance of the obligations contained in the Notes and the
      Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
      Guarantor under the Indenture.

                 (e) If any Holder or the Trustee is required by any court or
      otherwise to return to the Company, the Guarantors, or any Custodian,
      Trustee, liquidator or other similar official acting in relation to either
      the Company or the Guarantors, any amount paid by either to the Trustee or
      such Holder, this Note Guarantee, to the extent theretofore discharged,
      shall be reinstated in full force and effect.

                 (f) The Guaranteeing Subsidiary shall not be entitled to any
      right of subrogation in relation to the Holders in respect of any
      obligations guaranteed hereby until payment in full of all obligations
      guaranteed hereby.

                 (g) As between the Guarantors, on the one hand, and the Holders
      and the Trustee, on the other hand, (x) the maturity of the obligations
      guaranteed hereby may be accelerated as provided in Article 6 of the
      Indenture for the purposes of this Note Guarantee, notwithstanding any
      stay, injunction or other prohibition preventing such acceleration in
      respect of the obligations guaranteed hereby, and (y) in the event of any
      declaration of acceleration of such obligations as provided in Article 6
      of the Indenture, such obligations (whether or not due and payable) shall
      forthwith become due and payable by the Guarantors for the purpose of this
      Note Guarantee.

                 (h) The Guarantors shall have the right to seek contribution
      from any non-paying Guarantor so long as the exercise of such right does
      not impair the rights of the Holders under the Guarantee.

                 (i) Pursuant to Section 10.02 of the Indenture, after giving
      effect to any maximum amount and any other contingent and fixed
      liabilities that are relevant under any applicable Bankruptcy or
      fraudulent conveyance laws, and after giving effect to any collections
      from, rights to receive contribution from or payments made by or on behalf
      of any other Guarantor in respect of the obligations of such other
      Guarantor under Article 10 of the Indenture, this new Note Guarantee shall
      be limited to the maximum amount permissible such that the obligations of
      such Guarantor under this Note Guarantee will not constitute a fraudulent
      transfer or conveyance.

           3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that
the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

           4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.



                                      F-2
<PAGE>   93

           (a) The Guaranteeing Subsidiary may not consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
except in accordance with Article 5 of the Indenture.

           (b) In 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 Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of the Indenture to be
performed by the Guarantor, such successor corporation shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor corporation thereupon may cause to be
signed any or all of the Note Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.

           (c) Except as set forth in Articles 4 and 5 and Section 10.05 of
Article 10 of the Indenture, and notwithstanding clauses (a) and (b) above,
nothing contained in the Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

           (5)   RELEASES.

           (a) In the event of a sale or other disposition of all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all to the capital stock of any Guarantor, in each case to
a Person that is not (either before or after giving effect to such transaction)
a Subsidiary of the Company, then such Guarantor (in the event of a sale or
other disposition, by way of merger, consolidation or otherwise, of all of the
capital stock of such Guarantor) or the corporation acquiring the property (in
the event of a sale or other disposition of all or substantially all of the
assets of such Guarantor) will be released and relieved of any obligations under
its Note Guarantee. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of the
Indenture, the Trustee shall execute any documents reasonably required in order
to evidence the release of any Guarantor from its obligations under its Note
Guarantee.

           (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 10 of the Indenture.

           6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

           7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO 


                                      F-3
<PAGE>   94

THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE 
REQUIRED THEREBY.

           8. COUNTERPARTS The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

           9. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

           10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



                                      F-4
<PAGE>   95


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


Dated:  _______________, ____

                                     [GUARANTEEING SUBSIDIARY]


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



                                     THE BANK OF NEW YORK
                                      as Trustee


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




                                      F-5
<PAGE>   96



                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

           The following schedule lists each Guarantor under the Indenture as of
the Issue Date:

           Protection One, Inc.

           Westar Security, Inc.

           WestSec, Inc.




                                      F-6