<PAGE>   1
                                                                  EXHIBIT 4.6



                     FIRST MERCHANTS ACCEPTANCE CORPORATION

                                      AND

                             LASALLE NATIONAL BANK
                                    TRUSTEE




                           _________________________

                                   INDENTURE

                          DATED AS OF OCTOBER 15, 1996

                         ____________________________



                                  $51,750,000

                            SUBORDINATED RESET NOTES

                                    DUE 2006





================================================================================
<PAGE>   2

                     FIRST MERCHANTS ACCEPTANCE CORPORATION

                       SUBORDINATED RESET NOTES DUE 2006


                                   TIE-SHEET

of provisions of Trust Indenture Act of 1939 and the Indenture dated as of
October 15, 1996, between First Merchants Acceptance Corporation and LaSalle
National Bank, Trustee.

<TABLE>
<CAPTION>
               TRUST INDENTURE
                  ACT OF 1939
                   SECTION                             INDENTURE SECTION
------------------------------------------             -----------------
 <S>                                                     <C>
 310(a)(1)(2). . . . . . . . . . . . . . .                10.1 and 10.12
  (a)(3)   . . . . . . . . . . . . . . . .                Not applicable
     (a)(4)  . . . . . . . . . . . . . . .                Not applicable
     (b)   . . . . . . . . . . . . . . . .                10.8 and 10.9
     (c)   . . . . . . . . . . . . . . . .                Not applicable

 311(c)    . . . . . . . . . . . . . . . .                Not applicable
 312(a)    . . . . . . . . . . . . . . . .                4.1(A), (B)
     (b)   . . . . . . . . . . . . . . . .                4.1(C)
     (c)   . . . . . . . . . . . . . . . .                4.1(D)

 313(a)  . . . . . . . . . . . . . . . . .                4.3
     (b)   . . . . . . . . . . . . . . . .                Not applicable
     (c)   . . . . . . . . . . . . . . . .                4.3
     (d)   . . . . . . . . . . . . . . . .                4.3

 314(a)  . . . . . . . . . . . . . . . . .                4.2(A) and (B)
     (b)   . . . . . . . . . . . . . . . .                Not applicable
     (c)   . . . . . . . . . . . . . . . .                15.3
     (d)   . . . . . . . . . . . . . . . .                Not applicable
     (e)   . . . . . . . . . . . . . . . .                15.3

 315(a)  . . . . . . . . . . . . . . . . .                10.2(A)
     (b)   . . . . . . . . . . . . . . . .                7.2
     (c)   . . . . . . . . . . . . . . . .                10.2(B)
     (d)   . . . . . . . . . . . . . . . .                10.2(C)
     (e)   . . . . . . . . . . . . . . . .                7.13

 316(a)(1) . . . . . . . . . . . . . . . .                7.6 and 7.16
     (a)(2). . . . . . . . . . . . . . . .                Not applicable
     (b) . . . . . . . . . . . . . . . . .                7.12

</TABLE>
<PAGE>   3

 317(a)  . . . . . . . . . . . . . . . . .               7.8 and 7.10
     (b) . . . . . . . . . . . . . . . . .               3.2(B), (C)

 318(a)  . . . . . . . . . . . . . . . . .               15.6
---------------

          This tie-sheet does not constitute a part of the Indenture.
<PAGE>   4

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                    <C>
         PARTIES
         RECITALS
         FORM OF NOTE

ARTICLE 1

         DEFINITIONS
         SECTION 1.1  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
                 Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
                 affected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
                 Affiliate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                 Alternate Comparable Maturity Treasury Rate  . . . . . . . . . . . . . . . . . . . . . 10
                 Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                 Board of Directors" or "Board  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                 business day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                 capital stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                 Certified Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                 common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
                 Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 Company Order" and "Company Request  . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 Comparable Maturity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 corporation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 Daily Newspaper  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 date of this Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 day  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                 Effective Interest Rate on Comparable Maturity U.S. Treasury Obligations . . . . . . . 12
                 Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                 Executive Officer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                 Federal Bankruptcy Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                 Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                 Interest Payment Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                 Interest Rate Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                 Interest Reset Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>





                                       i
<PAGE>   5
<TABLE>
<S>                                                                                                          <C>
                 Interest Rate Reset Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
                 Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 main office  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 maturity" or "mature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 Note" or "Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 Note Co-Registrar  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 Note Register" and "Note Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 Noteholder," "holder of the Notes," "Holder" or "holder  . . . . . . . . . . . . . . . . . . 13
                 Officers' Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 Original Issue Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 Original Purchasers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
                 Outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
                 Over-allotment Option  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
                 paying agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
                 person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
                 place of payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
                 predecessor Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
                 Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
                 Regular Record Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
                 Responsible Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
                 Senior Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
                 Special Record Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
                 Special Redemption Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
                 Stated Maturity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
                 Subsequent Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
                 Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
                 supplemental indenture" or "indenture supplemental hereto  . . . . . . . . . . . . . . . . . 16
                 Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
                 Trust Indenture Act" or "TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
                 Weekly Comparable Maturity Treasury Rate . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 2

         ISSUE, DESCRIPTION, EXECUTION, REGISTRATIONAND EXCHANGE OF NOTES
         SECTION 2.1  Designation, Amount and Issue of Notes  . . . . . . . . . . . . . . . . . . . . . . . . 16
         SECTION 2.2  Form of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
         SECTION 2.3  Denominations, Dates, Interest Payment, Interest Reset Dates, Interest
            Rate Periods, and Record Dates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
         SECTION 2.4  Numbers and Legends on Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
         SECTION 2.5  Execution of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
         SECTION 2.6  Registration of Transfer of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>





                                       ii
<PAGE>   6
<TABLE>
<S>                                                                                                                     <C>
         SECTION 2.7  Exchange and Registration of Transfer of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . 21
         SECTION 2.8  Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
         SECTION 2.9  Recognition of Registered Holders of Definitive Notes and Temporary Notes . . . . . . . . . . . . 22
         SECTION 2.10 Mutilated, Destroyed, Lost or Stolen Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
         SECTION 2.11 Form and Authentication of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
         SECTION 2.12 Surrender and Cancellation of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 3

         PARTICULAR COVENANTS OF THE COMPANY

         SECTION 3.1  Will Punctually Pay Principal and Interest on the Notes . . . . . . . . . . . . . . . . . . . . . 23
         SECTION 3.2  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
                 (A)  Office or Agency  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
                 (B)  Appointment of Trustee as Paying Agent; Duty of Paying Agent Other Than Trustee . . . . . . . . . 24
                 (C)  Duty of Company Acting as Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
                 (D)  Delivery to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
                 (E)  All Sums to be Held Subject to Section 15.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
         SECTION 3.3  Will Pay Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
         SECTION 3.4  Will Maintain Office  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
         SECTION 3.5  Will Keep, and Permit Examination of, Records and Books of Account
              and Will Permit Visitation of Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
         SECTION 3.6  Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
         SECTION 3.7  Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
         SECTION 3.8  Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
         SECTION 3.9  Restrictions on Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
         SECTION 3.10 Limitation on Dividends and Other Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
         SECTION 3.11 Compliance Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE 4

         NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

         SECTION 4.1  Noteholder lists, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
         SECTION 4.2  Reports by Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
         SECTION 4.3  Reports by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>





                                      iii
<PAGE>   7
<TABLE>
<S>                                                                                                                   <C>
ARTICLE 5

         REDEMPTION OF NOTES AT COMPANY'S OPTION

         SECTION 5.1  Election by Company to Redeem Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
         SECTION 5.2  Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
         SECTION 5.3  Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
         SECTION 5.4  Date on Which Notes Cease to Bear Interest, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . 31
         SECTION 5.5  All Notes Delivered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE 6

         REDEMPTION OF NOTES AT HOLDER'S OPTION

         SECTION 6.1  Redemption Right at Holder's Option Upon an Interest Rate Reset Notice
              or Upon Death of a Holder   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
         SECTION 6.2  Redemption Procedure at Holder's Option Upon an Interest Reset Date or
              Upon Death of a Holder  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
         SECTION 6.3  Withdrawal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
         SECTION 6.4  Redemption Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
         SECTION 6.5  Redemption Upon Special Redemption Event  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
         SECTION 6.6  Redemption of Notes Subject to Article 5  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE 7

         REMEDIES OF TRUSTEE AND NOTEHOLDERS UPON DEFAULT

         SECTION 7.1  Definition of Default and Event of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
         SECTION 7.2  Trustee to Give Noteholders Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . 36
         SECTION 7.3  Declaration of Principal and Accrued Interest Due Upon Default; Holders
              of Specified Percentage of Notes May Waive Default Declaration  . . . . . . . . . . . . . . . . . . . . . 37
         SECTION 7.4  Power of Trustee to Protect and Enforce Rights  . . . . . . . . . . . . . . . . . . . . . . . . . 37
         SECTION 7.5  Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
                 (A)  Delay, Etc. Not a Waiver of Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
                 (B)  Waiver of Default Not to Extend to Subsequent Defaults  . . . . . . . . . . . . . . . . . . . . . 38
         SECTION 7.6  Holders of Specified Percentage of Notes May Direct Judicial Proceedings by Trustee . . . . . . . 38
         SECTION 7.7  Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
         SECTION 7.8  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
                 (A)  Payment of Principal and Interest to Trustee Upon Occurrence of Certain
                        Defaults; Judgment May be Taken by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . 38
                 (B)    Enforcement of Rights by Trustee During Continuance of an Event of Default  . . . . . . . . . . 39
</TABLE>





                                       iv
<PAGE>   8
<TABLE>
<S>                                                                                                                 <C>
                  (C) Application of Moneys Collected by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . 39
         SECTION 7.9  Possession of Notes Unnecessary in Action by Trustee  . . . . . . . . . . . . . . . . . . . . 40
         SECTION 7.10  Trustee May File Necessary Proofs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
         SECTION 7.11  Limitation Upon Right of Noteholders to Institute Certain Legal Proceedings  . . . . . . . . 40
         SECTION 7.12  Right of Noteholder to Receive and Enforce Payment Not Impaired  . . . . . . . . . . . . . . 41
         SECTION 7.13  Court May Require Undertaking to Pay Costs . . . . . . . . . . . . . . . . . . . . . . . . . 41
         SECTION 7.14  Unenforceable Provision Inoperative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
         SECTION 7.15  If Enforcement Proceedings Abandoned, Status Quo is Established  . . . . . . . . . . . . . . 42
         SECTION 7.16  Noteholders May Waive Certain Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE 8EVIDENCE OF RIGHTS OF NOTEHOLDERS AND OWNERSHIP OF NOTES
         SECTION 8.1  Evidence of Ownership of Definitive Notes and Temporary Notes Issued
              Hereunder in Registered Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE 9CONSOLIDATION, MERGER AND SALE
         SECTION 9.1  Company May Merge, Consolidate, Etc., Upon Certain Terms  . . . . . . . . . . . . . . . . . . 43
         SECTION 9.2  Successor Corporation to be Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
         SECTION 9.3  Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
         SECTION 9.4  Article 9 Subject to Provision of Section 6.5 . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE 10CONCERNING THE TRUSTEE
         SECTION 10.1  Requirement of Corporate Trustee, Eligibility  . . . . . . . . . . . . . . . . . . . . . . . 44
         SECTION 10.2  Acceptance of Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
         SECTION 10.3  Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
         SECTION 10.4  Trustee May Own Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
         SECTION 10.5  Trustee May Rely on Certificates, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
         SECTION 10.6  Money Held in Trust Not Required to be Segregated  . . . . . . . . . . . . . . . . . . . . . 47
         SECTION 10.7  Compensation, Reimbursement, Indemnity, Security . . . . . . . . . . . . . . . . . . . . . . 47
         SECTION 10.8  Conflict of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
         SECTION 10.9  Resignation, Removal, Appointment of Successor Trustee . . . . . . . . . . . . . . . . . . . 53
         SECTION 10.10 Acceptance by Successor Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
         SECTION 10.11  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
                 (A)      Notice, Etc. on Behalf of Company Delivered to Trustee  . . . . . . . . . . . . . . . . . 55
                 (B)      Cash, Securities, Etc. to be Held by Trustee  . . . . . . . . . . . . . . . . . . . . . . 55
</TABLE>





                                       v
<PAGE>   9
<TABLE>
<S>                                                                                                                  <C>
         SECTION 10.12  Merger or Consolidation of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
         SECTION 10.13  Authenticating Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE 11

         DISCHARGE OF INDENTURE

         SECTION 11.1  Acknowledgment of Discharge  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
         SECTION 11.2  Money Held in Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE 12

         MEETING OF NOTEHOLDERS

         SECTION 12.1  Purposes for Which Meetings May be Called  . . . . . . . . . . . . . . . . . . . . . . . . . . 58
         SECTION 12.2  Call of Meetings by Trustee; Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
         SECTION 12.3  Call of Meetings by Trustee; Notice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
         SECTION 12.4  Meetings, Notice and Entitlement to be Present . . . . . . . . . . . . . . . . . . . . . . . . 59
         SECTION 12.5  Regulations May be Made by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
         SECTION 12.6  Manner of Voting at Meetings and Record to be Kept . . . . . . . . . . . . . . . . . . . . . . 61
         SECTION 12.7  Evidence of Action by Holders of Specified Percentage of Notes . . . . . . . . . . . . . . . . 61
         SECTION 12.8  Exercise of Right of Trustee or Noteholders May Not be Hindered or
              Delayed by Call of Meeting of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE 13

         SUPPLEMENTAL INDENTURES

         SECTION 13.1  Purposes for Which Supplemental Indentures May be Executed by Company and Trustee  . . . . . . 61
         SECTION 13.2  Modification of Indenture by Written Consent of Noteholders  . . . . . . . . . . . . . . . . . 62
         SECTION 13.3  Requirements for Execution; Duties and Immunities of Trustee . . . . . . . . . . . . . . . . . 64
         SECTION 13.4  Supplemental Indentures Part of Indenture  . . . . . . . . . . . . . . . . . . . . . . . . . . 64
         SECTION 13.5  Notes Executed After Supplemental Indenture to be Approved by Trustee  . . . . . . . . . . . . 64
         SECTION 13.6  Supplemental Indentures Required to Comply with Trust Indenture Act of 1939  . . . . . . . . . 64

ARTICLE 14

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS,OFFICERS AND DIRECTORS

         SECTION 14.1  Immunity of Certain Persons  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
</TABLE>





                                       vi
<PAGE>   10
<TABLE>
<S>                                                                                                                  <C>
ARTICLE 15

         MISCELLANEOUS

         SECTION 15.1  Benefits Restricted to Parties and to Holders of Notes . . . . . . . . . . . . . . . . . . . . 65
         SECTION 15.2  Deposits for Notes Not Claimed for Specified Period to be Returned to Company on Demand  . . . 65
         SECTION 15.3  Formal Requirements of Certificates and Opinions Hereunder . . . . . . . . . . . . . . . . . . 66
         SECTION 15.4  Evidence of Act of the Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
         SECTION 15.5  Parties to Include Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . 67
         SECTION 15.6  In Event of Conflict with Trust Indenture Act of 1939, Provisions Therein to Control . . . . . 67
         SECTION 15.7  Request, Notices, Etc. to Trustee or Company . . . . . . . . . . . . . . . . . . . . . . . . . 67
         SECTION 15.8  Manner of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
         SECTION 15.9  Severability.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
         SECTION 15.10  Payments Due on Days When Banks Closed  . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
         SECTION 15.11  Backup Withholding Forms  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
         SECTION 15.12  Titles of Articles of This Indenture Not Part Thereof . . . . . . . . . . . . . . . . . . . . 69
         SECTION 15.13  Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
         SECTION 15.14  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE 16

         SUBORDINATION

         SECTION 16.1  Agreement to Subordinate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
         SECTION 16.2  Permitted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
         SECTION 16.3  Restricted Principal Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
         SECTION 16.4  Liquidation; Dissolution; Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
         SECTION 16.5  Restrictions on Acceleration of Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
         SECTION 16.6  When Distribution Must be Paid Over  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
         SECTION 16.7  Overlapping Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
         SECTION 16.8  Relative Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
         SECTION 16.9  Subordination May Not Be Impaired by Company . . . . . . . . . . . . . . . . . . . . . . . . . 72
         SECTION 16.1  Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
         SECTION 16.11 Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
</TABLE>





                                      vii
<PAGE>   11

         This INDENTURE, dated as of October 15, 1996, between FIRST MERCHANTS
ACCEPTANCE CORPORATION, a Delaware corporation (herein called the "Company")
and LASALLE NATIONAL BANK, a national banking association organized under the
laws of the United States, the mailing address of which is 135 South LaSalle
Street, Chicago, Illinois, (herein, together with each successor as such
trustee hereunder, called the "Trustee").

                                  WITNESSETH:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its Subordinated Reset Notes due December 15, 2006
(hereinafter sometimes called the "Notes") in the aggregate principal amount of
up to $51,750,000 and, to provide the terms and conditions upon which the Notes
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture;

         WHEREAS, the Notes and the Trustee's certificate of authentication to
be borne by the Notes are to be substantially in the following forms,
respectively:

                            [FORM OF FACE OF NOTES]


NO.                  FIRST MERCHANTS ACCEPTANCE CORPORATION                  $

                        SUBORDINATED RESET NOTE DUE 2006

              Interest Rate per annum to December 15, 2001:  9.5%

         Interest Payment Dates: December 15, 1996 and the 15th day of each
         March, June, September and December thereafter if this Note is then
         outstanding

              (Interest Rate to be reset as described hereinbelow)


         First Merchants Acceptance Corporation, a corporation organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company," which term shall include any successor corporation as defined in the
Indenture referred to on the reverse side hereof), for value received, hereby
promises to pay to __________________, or registered assigns, the sum of
____________________ Dollars on December 15, 2006 (or on such earlier date at
which the Company may redeem this Note as set forth hereinbelow), in such coin
or currency of the United States of America as at the time of payment is legal
tender for public and private debts, and to pay interest (calculated on the
basis of a 360-day year of twelve 30-day months) on the unpaid principal amount
hereof in like coin or currency from the Interest Payment Date to which
interest hereon has been paid immediately preceding the date hereof (unless the
date hereof is an Interest Payment Date to which interest has been paid, in
which case from the date hereof) or, if no interest has been paid on this Note
since the Original Issue Date hereof, as defined in the Indenture referred to
on the reverse side hereof, from such Original Issue Date, on the fifteenth day
of March, June, September





                                       1
<PAGE>   12

and December, commencing December 15, 1996, until the principal hereof shall
have been paid or duly provided for.  Until December 15, 2001, this Note shall
bear interest at the rate set forth on its face. Thereafter, on or before thirty
(30) days prior to December 15, 2001 or any subsequent Interest Reset Date (as
defined herein), the Company shall establish, at its option, the interest rate
per annum (rounded to the nearest five hundredths of a percentage point) (a
"Subsequent Interest Rate").  Any such Subsequent Interest Rate shall not be
less than 105% of the Effective Interest Rate on Comparable Maturity U.S.
Treasury Obligations (as defined herein) established prior to the commencement
of each such subsequent Interest Rate Period.  In the event that the Company
determines on the November 15 preceding such Interest Reset Date that during the
ten (10) calendar days preceding such November 15 no Weekly Comparable Maturity
Treasury Rate (as defined herein) has been published and the Alternate
Comparable Maturity Treasury Rate (as defined herein) could not be determined,
the Company shall establish such Subsequent Interest Rate in its discretion
without limitation.  If the Company decides not to establish a Subsequent
Interest Rate for a subsequent Interest Rate Period (as defined herein), the
interest rate for the prior Interest Rate Period shall continue in effect, for
the next year and each year thereafter,  unless and until the Company shall
establish a Subsequent Interest Rate on or before November 15 of any subsequent
year for a subsequent Interest Rate Period, commencing with December 15 of such
subsequent year.  Until establishment of such a Subsequent Interest Rate for a
subsequent Interest Rate Period, each December 15 shall be deemed for all
purposes to be an Interest Reset Date.  Notwithstanding the foregoing, at all
times during the continuance of any Event of Default (as defined in the
Indenture), interest shall accrue upon the indebtedness evidenced hereby at the
Default Rate (as defined herein).

         In the event that the Company establishes a Subsequent Interest Rate
for a subsequent Interest Rate Period, the Company shall notify the Trustee of
each Subsequent Interest Rate and Interest Rate Period on or before thirty (30)
days prior to an Interest Reset Date.  Not later than the second Business Day
after notification of such Subsequent Interest Rate and Interest Rate Period,
the Trustee shall mail such notice to each Holder of the Notes.  In the event
that the Company decides not to establish a Subsequent Interest Rate for a
subsequent Interest Rate Period, the Company shall so notify the Trustee on or
before thirty (30) days prior to an Interest Reset Date.  Not later than the
second Business Day after such notification, the Trustee will mail such notice
to each Holder of the Notes.

          The interest so payable on any Interest Payment Date will be paid to
the person in whose name this Note is registered at the close of business on
the seventh day of each month immediately preceding such Interest Payment Date
(whether or not such seventh day shall be a regular business day), unless the
Company shall default in the payment of interest due on such Interest Payment
Date, in which case such defaulted interest shall be paid to the person in
whose name this Note is registered at the close of business on a Special Record
Date for the payment of such defaulted interest established by notice to the
registered holders of Notes given by mail to said holders as their names and
addresses appear in the Note Register (as defined in the Indenture referred to
on the reverse side hereof) not less than ten (10) days preceding such Special
Record Date.  The principal hereof and the interest hereon shall be payable at
the main office of LaSalle National Bank, Trustee under the Indenture referred
to on the reverse side hereof, in Chicago, Illinois; provided, however, that
the interest on this Note may be payable, at the option of the Company, by
check mailed to the





                                       2
<PAGE>   13

person entitled thereto as such person's address shall appear on the Note
Register (including the records of any Note Co-Registrar).

         Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

         This Note shall not be entitled to any benefit under the Indenture
referred to on the reverse side hereof, or be or become valid or obligatory for
any purpose, until the authentication certificate endorsed hereon shall have
been signed by LaSalle National Bank, Trustee under such Indenture, or a
successor trustee thereto under such Indenture.

         IN WITNESS WHEREOF, FIRST MERCHANTS ACCEPTANCE CORPORATION has caused
this Note to be signed in its name by its President and Chief Executive Officer
or one of its Vice Presidents by his signature or a facsimile thereof, and its
corporate seal to be affixed or printed or engraved hereon, or a facsimile
thereof, and attested by its Secretary or one of its Assistant Secretaries by
his signature or a facsimile thereof.

Dated:                            FIRST MERCHANTS ACCEPTANCE CORPORATION

                                        By:_____________________________________

                                        Title:__________________________________



Attest:

_________________________

Title:___________________





                                       3
<PAGE>   14


                 [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

         This Note is one of the Notes described or provided for in the
Indenture referred to on the reverse side hereof.

                            LaSalle National Bank,
                                  as Trustee


                      By:______________________________
                              Authorized Officer

                           [FORM OF REVERSE OF NOTE]

                     FIRST MERCHANTS ACCEPTANCE CORPORATION

                        SUBORDINATED RESET NOTE DUE 2006

         This Note is one of a duly authorized issue of Notes of the Company
designated as its Subordinated Reset Notes due 2006 (herein called the
"Notes"), limited in aggregate principal amount of $51,750,000 (except for
Notes authenticated and delivered upon transfer of, or in exchange for or in
lieu of other Notes), all issued and to be issued only in fully registered form
without coupons under an indenture (herein, together with any indenture
supplemental thereto, called the "Indenture"), dated as of October 15, 1996,
duly executed and delivered by First Merchants Acceptance Corporation to
LaSalle National Bank, Chicago, Illinois, Trustee (the Trustee, together with
its successors being herein called the "Trustee"), to which Indenture (which is
hereby made a part hereof and to all of which the holder by acceptance hereof
assents) reference is hereby made for a description of the respective rights of
and restrictions upon the Company and the holders of the Notes, and the holders
of Senior Indebtedness (as defined in the Indenture), and the rights,
limitations of rights, duties and immunities of the Trustee in respect thereof.

         As used herein, the following capitalized terms shall have the
following meanings:

         "Alternate Comparable Maturity Treasury Rate" means the average yields
to maturity of the daily closing bids (or less frequently if daily quotations
shall not be available), quoted by at least three recognized U.S. Government
securities dealers selected by the Company, for all marketable U.S. Treasury
securities with a maturity of not less than three (3) months shorter nor more
than three (3) months longer than the applicable Comparable Maturity from the
November 15 preceding an Interest Reset Date (other than securities which can,
at the option of the Holder, be surrendered at face value in payment of any
Federal estate tax) for the most recent five (5) consecutive business days
during which there had been at least three (3) days on which daily closing bids
were quoted within the 25-calendar day period preceding such November 15.





                                       4
<PAGE>   15


         "Comparable Maturity" means, with respect to an Interest Rate Period
of one (1), two (2), three (3) or five (5) years, one (1), two (2), three (3)
or five (5) years, respectively.

         "Default Rate" means the lesser of (i) the rate that is two and
one-half percentage points (2.5%) in excess of the rate at which interest
accrues upon the indebtedness evidenced hereby, as adjusted from time to time
pursuant to the terms of this Note, or (ii) the maximum rate of interest
allowed to be charged by applicable law.

         "Effective Interest Rate on Comparable Maturity U.S. Treasury
Obligations" means as of the November 15 preceding an Interest Reset Date (i)
if available, the most recent Weekly Comparable Maturity Treasury Rate
published during the 25-calendar day period preceding such November 15 or (ii)
if such Weekly Comparable Maturity Treasury Rate is not available, the
Alternate Comparable Maturity Treasury Rate as of such November 15.

         "Interest Rate Period" means a period of one (1), two (2),  three (3)
or five (5) years (but never extending beyond December 15, 2006), commencing
with an Interest Reset Date and ending on, but not including, the December 15
of such first, second, third or fifth year, as the case may be.

         "Interest Reset Date" means December 15, 2001 or the expiration date
of any subsequent Interest Rate Period.

         "Weekly Comparable Maturity Treasury Rate" means the weekly average
yield to maturity values adjusted to a constant maturity of the Comparable
Maturity as read from the yield curves of the most actively traded marketable
U.S. Treasury fixed interest rate securities constructed daily by the U.S.
Treasury Department as published by the Federal Reserve Board or any Federal
Reserve Bank or by an United States Government department or agency.

         The payment of the principal of and of interest on this Note is
expressly subordinated, as provided in the Indenture, to the payment of all
Senior Indebtedness (as defined in the Indenture), and, by the acceptance of
this Note, the Holder hereof agrees, expressly for the benefit of the present
and future holders of Senior Indebtedness, to be bound by the provisions of the
Indenture relating to such subordination and authorizes and appoints, as his
attorney-in-fact, the Trustee to take such action in his behalf as may be
necessary or appropriate to effectuate such subordination.

         The Notes are redeemable at the option of the Company as a whole prior
to maturity on each Interest Reset Date on not less than thirty (30) nor more
than sixty (60) days' notice given as provided in the Indenture, upon payment
of the redemption price described hereinbelow, together in each case with
accrued and unpaid interest to the date fixed for redemption, all subject to
the conditions more fully set forth in the Indenture.  The redemption price
shall be 100% of the face amount of the Note.

         Unless the Notes have been declared due and payable prior to maturity
by reason of an Event of Default, the holder of this Note has the right to
present it, together with all other Notes held by such holder, for payment not
later than five (5) business days before any Interest Reset Date, and the
Company will redeem the same on the Interest Reset Date.





                                       5
<PAGE>   16


         The Company will at any time upon the death of any holder redeem Notes
(or any portion of the principal amount thereof which is $1,000 or an integral
multiple thereof, as the holder may specify) within sixty (60) days following
receipt by the Trustee of a written request therefor from such holder's
personal representative, or surviving joint tenant(s), tenant by the entirety
or tenant(s) in common, subject to the limitations that the Company will not be
obligated to redeem, during the period beginning with the Original Issue Date
of the Notes and ending December 15, 1997, or during any 12-month period ending
December 15 thereafter, (i) the portion of a Note or Notes of a holder
exceeding an aggregate principal amount of $25,000 or (ii) Notes in an
aggregate principal amount exceeding $2,250,000 (plus, to the extent that the
Original Purchasers exercise the Over-allotment Option, up to 5% of the
principal amount of the Notes purchased upon exercise of such Option; provided
that, in no event, shall the maximum aggregate principal amount of Notes which
the Company may be obligated to redeem in any such 12- month period exceed
$2,587,500; further references herein to the $2,250,000 aggregate principal
amount limitation shall be deemed to include such higher figure, not exceeding
$2,587,500, to the extent the Original Purchasers exercise the Over-allotment
Option.)  Such $25,000 and $2,250,000 limitations are non-cumulative.  Any
acquisition of Notes by the Company other than by redemption at the death of
any holder shall not be included in the computation of either the $25,000 or
$2,250,000 limitation for any period.  Notes will be redeemed in order of their
receipt by the Trustee.  Notes not redeemed because of either the $25,000 and
$2,250,000 limitation will be held for redemption in the succeeding 12-month
redemption period.

         In the event that there shall occur a Special Redemption Event (as
defined in the Indenture), then the holder of this Note shall have the right,
subject to certain conditions stated in the Indenture, to present it for
payment prior to maturity, and the Company will redeem the same (or any portion
of the principal amount thereof which is $1,000 or an integral multiple
thereof, as the holder shall specify).  The $25,000 individual and $2,250,000
aggregate redemption limitations shall not apply to any such redemption.

         Notes may be presented for redemption by delivering to the Trustee:
(i) a written request for redemption, in form satisfactory to the Trustee,
signed by the registered holder(s) or his duly authorized representative, (ii)
the Note to be redeemed and (iii) in the case of a request made by reason of
the death of a holder, appropriate evidence of death and, if made by a
representative or surviving joint tenant of a deceased holder, appropriate
evidence of authority to make such request.  No particular forms of request for
redemption or authority to request redemption are necessary.  The price to be
paid by the Company for all Notes or portions thereof presented to it for
redemption is 100% of the principal amount or respective portions thereof plus
accrued but unpaid interest to the date of payment.

         For purposes of a holder's request for redemption, a Note held in
tenancy by the entirety, joint tenancy or tenancy in common will be deemed to
be held by a single holder and the death of a tenant by the entirety, joint
tenant or tenant in common will be deemed the death of a holder.  The death of
a person, who, during his lifetime, was entitled to substantially all of the
beneficial ownership interests of a Note will be deemed the death of the
holder, regardless of the registered holder, if such beneficial interest can be
established to the satisfaction of the Trustee.  For purposes of a holder's
request for redemption and a request for redemption on behalf of a deceased
holder, a beneficial





                                       6
<PAGE>   17

interest shall be deemed to exist in cases of street name or nominee ownership,
ownership under the Uniform Gifts to Minors Act, community property or other
joint ownership arrangements between a husband and wife (including individual
retirement accounts or Keogh [H.R. 10] plans maintained solely by or for the
holder or decedent or by or for the holder or decedent and his spouse), and
trusts and certain other arrangements where a person has substantially all of
the beneficial ownership interests in the Notes during his lifetime.
Beneficial ownership interests shall include the power to sell, transfer or
otherwise dispose of a Note and the right to receive the proceeds therefrom, as
well as interest and principal payable with respect thereto.

         In the case of Notes registered in the names of banks, trust companies
or broker-dealers who are members of a national securities exchange or the
National Association of Securities Dealers, Inc. ("Qualified Institutions"),
the $25,000 limitation shall apply to each beneficial owner of Notes held by a
Qualified Institution and the death of such beneficial owner shall entitle a
Qualified Institution to seek redemption of such Notes as if such deceased
beneficial owner were the record holder.  Such Qualified Institution, in its
request for redemption on behalf of beneficial owners, must submit evidence,
satisfactory to the Trustee, that it holds Notes on behalf of such beneficial
owners and must certify that the aggregate amount of requests for redemption
tendered by such Qualified Institution on behalf of such beneficial owner in
the initial period or in any subsequent 12-month period does not exceed
$25,000.

         In the case of any Notes which are presented for redemption in part
only, upon redemption the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the holder of such Notes,
without service charge, a new Note(s), of any authorized denomination or
denominations as requested by such holder, in aggregate principal amount equal
to the unredeemed portion of the principal amount of the Notes so presented.

         Any Notes presented for redemption by the holder may be withdrawn by
the person(s) presenting the same upon delivery of a written request for such
withdrawal to the Trustee (a) in the case of redemption on an Interest Reset
Date, not later than five (5) business days before the Interest Reset Date, or
(b) in the case of a Special Redemption Event, on the date set for redemption,
or (c) prior to the issuance of a check in payment thereof in the case of Notes
presented by reason of the death of a holder.

         If the Company shall deposit with the Trustee in trust funds
sufficient to pay the principal of all of the Notes, and all interest payable
on such Notes to the date on which they become due and payable, at maturity or
upon redemption or otherwise, and shall comply with the other provisions of the
Indenture in respect thereof, then from and after said date (or prior thereto
as provided in the Indenture), such Notes shall no longer be entitled to any
benefit under the Indenture and, as respects the Company's liability thereon,
such Notes shall be deemed to have been paid.

         To the extent permitted by, and as provided in, the Indenture, the
Company may, by entering into an indenture or indentures supplemental to the
Indenture, modify, alter, add to or eliminate in any manner any provisions of
the Indenture, or the rights of the Noteholders or the rights and obligations
of the Company, upon the consent, as in the Indenture provided, of the holders
of not less than a majority in principal amount of the Notes then Outstanding.
Notwithstanding the foregoing,





                                       7
<PAGE>   18

no supplemental indenture shall, without the consent of the holder of each
Outstanding Note affected thereby, 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, reduce the percentage of the aggregate
principal amount of Outstanding Notes the consent of the holders of which is
required for any supplemental indenture or for any waiver of compliance with
certain provisions of the Indenture, or modify any of the provisions of the
Indenture relating to the foregoing, all except as provided in the Indenture.

         Subject to the provisions of Article 16 of the Indenture governing the
respective rights of holders of the Notes and the Senior Indebtedness, if an
Event of Default (as defined in the Indenture) shall have occurred and be
continuing, the principal of and all interest accrued on all the Outstanding
Notes under the Indenture may be declared, and upon such declaration shall
become, immediately due and payable, in the manner, with the effect and subject
to the conditions provided in the Indenture.  The Indenture provides that such
declaration and its consequence may be waived by the holders of a majority in
principal amount of the Notes then Outstanding.

         The Notes are issuable as registered Notes without coupons in
denominations of integral multiples of $1,000.  Subject to the provisions of
the Indenture, the transfer of this Note is registrable by the registered
holder hereof, in person or by his attorney duly authorized in writing, at the
main office of LaSalle National Bank, in Chicago, Illinois, on books of the
Company to be kept for that purpose at said office, upon surrender and
cancellation of this Note duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee, and
thereupon a new fully registered Note of the same series, of the same aggregate
principal amount and in authorized denominations, will be issued to the
transferee or transferees in exchange therefor; and this Note, with or without
others of the same series, may in like manner be exchanged for one or more new
fully registered Notes of the same series of other authorized denominations but
of the same aggregate principal amount; all as provided in the Indenture.  No
service charge shall be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge or
expense that may be imposed in relation thereto.

         Prior to due presentment for registration of transfer, the Company,
the Trustee or any agent of the Company or the Trustee may deem and treat the
person in whose name this Note shall be registered at any given time upon the
Note Register as the absolute owner of this Note for the purpose of receiving
any payment of, or on account of, the principal and interest on this Note and
for all other purposes whether or not this Note be overdue; and neither the
Company nor the Trustee, nor any agent of the Company or the Trustee shall be
bound by any notice to the contrary.

         No recourse under any obligation, covenant or agreement contained in
the Indenture or in any Note, or because of the creation of the indebtedness
represented hereby, shall be had against any incorporator, any past, present or
future stockholder, or any officer or director of the Company or any successor
corporation, as such under any rule of law, statute or constitution.

         In any case where the date fixed for the payment of principal or
interest on any of the Notes or the date fixed for redemption thereof shall not
be a business day, then payment of such principal





                                       8
<PAGE>   19

or interest need not be made on such date, but may be made on the next
succeeding business day with the same force and effect as if made on the date
fixed for such payment or redemption, and no interest shall accrue for the
period from or after such date.

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

                             [END OF FORM OF NOTES]

         WHEREAS, this Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions;

         WHEREAS, all acts and things necessary to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee, as in
this Indenture provided, and issued, the valid, binding and legal obligations
of the Company, and to constitute these presents a valid agreement according to
its terms, have been done and performed, and the execution of this Indenture
and the issue hereunder of the Notes have in all respects been duly authorized;

         NOW THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the Notes
are, and are to be, authenticated, issued and delivered, and in consideration
of the premises, of the purchase and acceptance of the Notes by the holders
thereof and of the sum of one dollar duly paid to it by the Trustee at the
execution of these presents, the receipt whereof is hereby acknowledged, the
Company covenants and agrees with the Trustee for the equal and proportionate
benefit of the respective holders from time to time of the Notes, as follows:


                                   ARTICLE 1

                                  DEFINITIONS

         SECTION 1.1.     The terms defined in this Article 1 shall (except as
herein otherwise expressly provided) for all purposes of this Indenture, have
the respective meanings specified in this Article and include the plural as
well as the singular.  Any term defined in the Trust Indenture Act of 1939,
either directly or by reference therein, and not defined in this Indenture,
unless the context otherwise specifies or requires, shall have the meaning
assigned to such term therein as in force on the date of this Indenture.

         "Act" when used with respect to any Noteholder has the meaning
specified in Section 15.4.

         "affected" has the meaning specified in Section 13.2.





                                       9
<PAGE>   20

         "Affiliate" means any person which directly or indirectly controls, is
controlled by, or is under direct or indirect common control with, the Company.
A person shall be deemed to control a corporation, partnership or other entity,
for the purpose of this definition, if such person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such corporation, partnership or other entity, whether through the
ownership of voting securities, by contract, or otherwise.

         "Alternate Comparable Maturity Treasury Rate" means the average yields
to maturity of the daily closing bids (or less frequently if daily quotations
shall not be available), quoted by at least three recognized U.S. Government
securities dealers selected by the Company, for all marketable U.S. Treasury
securities with a maturity of not less than three (3) months shorter nor more
than three (3) months longer than the applicable Comparable Maturity from any
November 15 preceding an Interest Reset Date (other than securities which can,
at the option of the Holder, be surrendered at face value in payment of any
Federal estate tax) for the most recent five (5) consecutive business days
during which there had been at least three (3) days on which daily closing bids
were quoted within the 25-calendar day period preceding such November 15.

         "Authenticating Agent" means the agent of the Trustee which at the
time shall be appointed and acting pursuant to Section 10.13.

         "Board of Directors" or "Board" means the Board of Directors of the
Company or any committee of such Board of Directors, however designated,
authorized to exercise the powers of such Board of Directors in respect of the
matters in question.

         "business day" means any day which is not a Saturday, Sunday or other
day on which national banks having their principal office in the State of
Illinois are authorized or obligated by law or required by executive order to
close.

         "capital stock" includes any and all shares, interests, participations
or other equivalents (however designated) of corporate stock of any
corporation.

         "Certified Resolution" means a copy of a resolution or resolutions
certified, by the Secretary or an Assistant Secretary of the corporation
referred to, as having been duly adopted by the Board of Directors of such
corporation or any committee of such Board of Directors, however designated,
authorized to exercise the powers of such Board of Directors in respect of the
matters in question and to be in full force and effect on the date of such
certification.

         "common stock" means any capital stock of a corporation which is not
preferred as to the payment of dividends or the distribution of assets on any
voluntary or involuntary liquidation over shares of any other class of capital
stock of such corporation, including, without limitation, in the case of the
Company, its Common Stock, par value $.01 per share, and its Non-Voting Common
Stock, par value $.01 per share.





                                       10
<PAGE>   21

         "Company" means and includes First Merchants Acceptance Corporation, a
Delaware corporation, until any successor corporation shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

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

         "Comparable Maturity" means, with respect to an Interest Rate Period
of one (1), two (2), three (3) or five (5) years, one (1), two (2), three (3)
or five (5) years, respectively.

         "Consolidated Net Worth" means the excess, after making appropriate
deductions for any minority interest in net worth of any Subsidiary, of (a) the
total assets of the Company and its Subsidiaries (excluding inter-company
items) determined, in accordance with generally accepted accounting principles
over (b) all Indebtedness of the Company and its Subsidiaries (excluding
inter-company items); provided, however, that (i) inventory shall be accounted
for on the basis of the costs or current market value, whichever is lower, (ii)
in no event shall there be included as an asset, treasury stock or any
securities or Indebtedness of the Company or a Subsidiary or any other
securities unless the same are readily marketable in the United States of
America or Canada or entitled to be used as a credit against federal income tax
liabilities, (iii) securities included as assets shall be taken into account at
their current market price or costs, whichever is lower, and (iv) any write-up
in the book value of any assets shall not be taken into account, and provided
further that, to the extent any adjustments are required by clauses (i), (ii),
(iii) or (iv), such adjustments shall be measured net of any related income tax
effects in accordance with generally accepted accounting principles.

         "corporation" means and includes corporations, associations, companies
and business trusts.

         "Daily Newspaper" means a newspaper in the English language of general
circulation in New York, New York and customarily published on each business
day of the year, whether or not such newspaper is published on Saturdays,
Sundays and legal holidays.

         "date of this Indenture" means October 15, 1996.

         "day" means a calendar day.

         "Default" has the meaning specified in Section 7.2.

         "Defaulted Interest" has the meaning specified in Section 2.3.

         "Default Rate" has the meaning specified in the form of the Notes.





                                       11
<PAGE>   22

         "Effective Interest Rate on Comparable Maturity U.S. Treasury
Obligations" means as of the November 15 preceding an Interest Reset Date (i)
if available, the most recent Weekly Comparable Maturity Treasury Rate
published during the twenty-five (25) calendar day period preceding such
November 15 or (ii) if such Weekly Comparable Maturity Treasury Rate is not
available, the Alternate Comparable Maturity Treasury Rate as of such November
15.

         "Event of Default" means any act or occurrence of the character
specified in Section 7.1.

         "Executive Officer" means, with respect to any corporation, the
Chairman of the Board, the Vice Chairman of the Board, the President, the
Executive Vice President, any other Vice President or the Treasurer of such
corporation.

         "Federal Bankruptcy Act" means Title I of the Bankruptcy Reform Act of
1978, as amended, and codified at Title 11 of the United States Code and the
Federal Rules of Bankruptcy Procedure as in effect as of the date hereof or as
hereafter amended.

         "Indebtedness" means (i) any liability of any person (a) for borrowed
money, (b) evidenced by a note, debenture or similar instrument (including a
purchase money obligation) given in connection with the acquisition of any
property or assets (other than inventory or similar property acquired in the
ordinary course of business), including securities, or (c) for the payment of
money relating to a capitalized lease obligation; provided, however, that
Indebtedness shall not include any liability, the payment or performance of
which is secured by a security interest in any property or asset, if recourse
by the obligee under such liability upon the non-payment or non-performance
thereof is limited to realization pursuant to such security interest upon such
property or asset; (ii) any guarantee by any person of, or any commitment
relating to, any liability of others described in the preceding clause (i); and
(iii) any amendment, renewal, extension or refunding of any liability referred
to in clause (i) and (ii) above.

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

         "Interest Payment Date" means the 15th day of March, June, September
and December.

         "Interest Rate Period" means a period of one (1), two (2), three (3)
or five (5) years (but never extending beyond December 15, 2006), commencing
with an Interest Reset Date and ending on, but not including, the December 15
of such first, second, third or fifth year, as the case may be.

         "Interest Reset Date" means December 15, 2001 or the expiration date
of any subsequent Interest Rate Period.

         "Interest Rate Reset Notice" means the notice described in Section 2.3
pursuant to which, prior to an Interest Reset Date, the Company provides notice
to the Trustee of the related Subsequent





                                       12
<PAGE>   23

Interest Rate and Interest Rate Period, copies of which shall be mailed by the
Trustee to Noteholders within two Business Days thereafter pursuant to Section
2.3.

         "Lien" means any mortgage, lien, pledge, charge or other security
interest or encumbrance of any kind.

         "main office" with reference to the Trustee shall mean the principal
corporate trust office of the Trustee, which office is, on the date of this
Indenture, located at 135 South LaSalle Street, Chicago, Illinois.

         "maturity" or "mature," when used with respect to any Note, means the
date on which the principal of such Note becomes due and payable as therein or
herein provided, whether at Stated Maturity or by declaration of acceleration,
call for redemption at the option of the Company pursuant to Article 5 or
presentment for repayment as provided in Article 6 hereof, or otherwise.

         "Note" or "Notes" mean one or more of the notes comprising the
Company's issue of Notes issued, authenticated and delivered under this
Indenture.

         "Note Co-Registrar" has the meaning specified in Section 2.6.

  "Note Register" and "Note Registrar" have the respective meanings specified in
Section 2.6.

         "Noteholder," "holder of the Notes," "Holder" or "holder" or other
similar terms mean any person in whose name, as of any particular date, a Note
is registered on the Note Register.

         "Officers' Certificate" means a certificate signed by the President or
a Vice President and the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.  Each such certificate, to the extent required,
shall comply with the provisions of Section 15.3 hereof.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company and who shall be
reasonably satisfactory to the Trustee.  Each such opinion shall include the
statements provided for in Section 15.3 if and to the extent required by the
provisions of such Section.

         "Original Issue Date" with respect to any Note (or portion thereof)
means the earlier of (A) the date of such Note or (B) the date of any Note (or
portion thereof) for which such Note was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

         "Original Purchasers" means the original purchasers of the Notes
pursuant to that certain Underwriting Agreement by and among those parties and
the Company dated as of October 29, 1996.





                                       13
<PAGE>   24

         "Outstanding" means, as of the date of determination, all Notes which
theretofore shall have been authenticated and delivered by the Trustee under
this Indenture, except (A) Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation, (B) Notes or portions thereof for
the payment or redemption of which money in the necessary amount shall have
been deposited with the Trustee or any paying agent in trust for the holders of
the Notes; provided, however, that in the case of redemption, any notice
required shall have been given or have been provided for to the satisfaction of
the Trustee, and (C) Notes in exchange or substitution for or in lieu of which
other Notes have been authenticated and delivered under any of the provisions
of this Indenture.  Notwithstanding the foregoing provision of this paragraph,
Notes in exchange or substitution for or in lieu of which other Notes have been
authenticated and delivered under Section 2.10 hereof and which have not been
surrendered to the Trustee for cancellation or the payment of which shall not
have been duly provided for, shall be deemed to be Outstanding.  In determining
whether the Noteholders of the requisite principal amount of Notes Outstanding
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or any other obligor upon the
Notes or any Affiliate of the Company, including any Subsidiary, or such other
obligor shall be disregarded and deemed not Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes which the Trustee knows to be so owned shall be 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 a
Subsidiary or such other obligor.

         "Over-allotment Option" means the option granted by the Company to the
Original Purchasers to purchase up to $6,750,000 aggregate principal amount of
the Notes to cover over-allotments pursuant to the Underwriting Agreement by
and among the Company and such parties.

         "paying agent" means any person authorized by the Company to pay the
principal of and interest on any Notes on behalf of the Company.

         "person" means any individual, partnership, corporation, trust,
unincorporated association, joint venture, government or any department or
agency thereof, or any other entity.

         "place of payment" means such place as designated in Section 2.3
hereof.

         "predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 2.10 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or
stolen Note.

         "Proceeding" means any suit in equity, action at law or other legal,
equitable, administrative or similar proceeding.





                                       14
<PAGE>   25

         "Regular Record Date" has the meaning specified in Section 2.3.

         "Responsible Officers" of the Trustee means the Chairman of the Board
of Directors, every Vice Chairman of the Board of Directors, the President, the
Chairman or any Vice Chairman of the Executive Committee of the Board, the
Chairman of the Trust Committee, every Vice President, every Assistant Vice
President, the Cashier, every Assistant Cashier, the Secretary, every Assistant
Secretary, the Treasurer, every Assistant Treasurer, every Trust Officer, every
Assistant Trust Officer, the Controller, every Assistant Controller, and every
other officer and assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
any such officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such corporate trust matter is referred
because of his knowledge and familiarity with a particular subject.

         "Senior Indebtedness" means the principal of and interest on any and
all Indebtedness of the Company, other than the Notes and the Company's 11%
Subordinated Reset Notes due 2005 issued pursuant to an Indenture between the
Company and LaSalle National Bank dated as of January 1, 1995, incurred in
connection with the borrowing of money from or guaranteed to banks, trust
companies, insurance companies, investment companies as defined in the
Investment Company Act of 1940, real estate investment trusts, pension or
profit sharing trusts or other financial institutions or institutional
investors, outstanding on the date of execution of this Indenture or thereafter
created, incurred or assumed, and all renewals, extensions and refundings of
any such Indebtedness; unless, in the instrument creating or evidencing any
such Indebtedness or pursuant to which such Indebtedness is outstanding, it is
provided that such Indebtedness, or such renewal, extension or refunding
thereof, is not senior in right of payment of principal or interest to the
Notes.

         "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 2.3.

         "Special Redemption Event" means the occurrence of any one or more of
the following:  (A) the Company shall consolidate with or merge into any other
corporation or partnership (except in a transaction in which the Company is the
surviving entity and is not itself the subsidiary of another entity), or
convey, transfer or lease all or substantially all of its assets to any person,
other than as part of a loan securitization or sale entered into in the
ordinary course of its business; or (B) any person or group of persons acting
in concert who was not or were not a common stockholder or common stockholders
of the Company immediately prior to the transaction (or the first of a series
of transactions) shall purchase or otherwise acquire in one or more
transactions beneficial ownership of fifty percent (50%) or more of the common
stock of the Company outstanding on the date immediately prior to the last such
purchase or other acquisition, provided, however, that a change of fifty
percent (50%) or more of the beneficial ownership of such common stock
resulting directly from an underwritten public offering of such common stock,
duly approved by the Company's Board of Directors shall not be a Special
Redemption Event.  For purposes of this definition, "outstanding common stock
of the Company" shall include all common stock of the Company issued and
outstanding on the date of such notice, any non-voting common stock of the
Company issued and outstanding on the date of such notice, and all common stock
of the Company which is issuable





                                       15
<PAGE>   26

upon exercise of all warrants or options exercisable within sixty (60) days
after the date of such notice.

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

         "Subsequent Interest Rate" has the meaning specified in Section 2.3.

         "Subsidiary" means any corporation more than fifty percent (50%) of
whose shares of stock having general voting power under ordinary circumstances
to elect a majority of the board of directors of such corporation irrespective
of whether or not at the time stock of any other class or classes shall or
might have voting power by reason of the happening of any contingency, is owned
or controlled directly or indirectly by the Company.

         "supplemental indenture" or "indenture supplemental hereto" mean any
indenture hereafter duly authorized and entered into in accordance with the
provisions of this Indenture.

         "Trustee" means LaSalle National Bank, and, subject to the provisions
of the Indenture, shall also include any successor trustee.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as in force at the date of which this instrument was executed.

         "Weekly Comparable Maturity Treasury Rate" means the weekly average
yield to maturity values adjusted to a constant maturity of the Comparable
Maturity as read from the yield curves of the most actively traded marketable
U.S. Treasury fixed interest rate securities constructed daily by the U.S.
Treasury Department as published by the Federal Reserve Board or any Federal
Reserve Bank or by an United States Government department or agency.

         All accounting terms used in this Indenture shall have the meanings
assigned to them in accordance with generally accepted accounting principles
and practices employed at the time by the Company.

                                   ARTICLE 2

                  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                             AND EXCHANGE OF NOTES

         SECTION 2.1  DESIGNATION, AMOUNT AND ISSUE OF NOTES.  The Notes shall
be designated as set forth in the form of Note hereinabove recited.  Notes in
the aggregate principal amount of up to $51,750,000 (and as otherwise provided
in Section 2.10), upon the execution of this Indenture, or from time to time
within 30 days thereafter, may be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Notes





                                       16
<PAGE>   27

to or upon the written order of the Company, signed by its President or any
Vice President, without any further action by the Company hereunder.

         SECTION 2.2  FORM OF NOTES.  The Notes and the Trustee's certificate
of authentication to be borne by the Notes shall be substantially in the form
as in this Indenture hereinabove recited.  Any of the Notes may have imprinted
thereon such legends or endorsements as the officers executing the same may
approve (execution thereof to be conclusive evidence of such approval) and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the Notes
may be listed, or to conform to usage.

         SECTION 2.3  DENOMINATIONS, DATES, INTEREST PAYMENT, INTEREST RESET
DATES, INTEREST RATE PERIODS, AND RECORD DATES.  The Notes shall be issuable as
registered Notes without coupons in the denominations of $1,000 and any
integral multiple of $1,000, and shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Company executing the same may determine with the approval of the Trustee.

         The Notes shall be dated the date of authentication thereof by the
Trustee.  The Stated Maturity of the Notes is December 15, 2006.  The Notes
shall bear interest at the rate set forth on their titles (calculated on the
basis of a 360-day year of twelve 30-day months) payable quarterly in each
year, from the Interest Payment Date immediately preceding the date of such
Note to which interest on the Notes has been paid (unless the date of such Note
is the date to which interest on the Notes has been paid, in which case from
the date of such Note), or, if no interest has been paid on the Notes since the
Original Issue Date of such Note, from such Original Issue Date, until payment
of the principal thereof becomes due by virtue of either maturity or
redemption, and at the same applicable rate per annum on any overdue principal
and (to the extent legally enforceable) on any overdue installment of interest;
and shall be payable as to principal and interest at the main office of the
Trustee and at such other office or agency as provided in this Indenture.

         The Notes shall bear interest from their Original Issue Date until
December 15, 2001 at the rate set forth on their faces.  Thereafter, the Notes
shall bear interest in accordance with the following procedures:  On or before
thirty (30) days prior to December 15, 2001 or the expiration date of any
subsequent Interest Rate Period (December 15, 2001 and each such subsequent
expiration date being referred to as an "Interest Reset Date"), the Company
shall establish, at its option, the interest rate per annum (rounded to the
nearest five hundredths of a percentage point; each such rate, a "Subsequent
Interest Rate") and the period for which such Subsequent Interest Rate shall be
paid (an "Interest Rate Period") of one (1), two (2), three (3) or five (5)
years (but never extending beyond December 15, 2006), commencing with such
Interest Reset Date and ending on, but not including, the March 15 of such
first, second, third or fifth year, as the case may be.  Any such Subsequent
Interest Rate shall not be less than 105% of the Effective Interest Rate on
Comparable Maturity U.S. Treasury Obligations established prior to the
commencement of each such subsequent Interest Rate Period.  In the event that
the Company determines on the November 15 preceding such Interest Reset Date
that during the ten (10) calendar days preceding such





                                       17
<PAGE>   28

November 15 no Weekly Comparable Maturity Treasury Rate has been published and
the Alternate Comparable Maturity Treasury Rate could not be determined, the
Company shall establish such Subsequent Interest Rate in its discretion without
limitation.

         In the event that the Company establishes a Subsequent Interest Rate
for a subsequent Interest Rate Period, the Company will notify the Trustee of
each Subsequent Interest Rate and subsequent Interest Rate Period on or before
30 days prior to an Interest Reset Date.  Upon receipt from the Company of the
Interest Rate Reset Notice regarding any Subsequent Interest Rate and the
related Interest Rate Period, the Trustee shall promptly mail to each
Noteholder (and to beneficial owners as required by applicable laws), but in no
event later than two (2) Business Days after receipt of notice from the
Company, a notice that shall state, among other things, (a) that the Company
has exercised its option to reset the interest rate, (b) the Subsequent
Interest Rate and the related Interest Rate Period, (c) that the Noteholder
must exercise his option to have his Notes redeemed not later than the fifth
Business Day before the Interest Reset Date (as defined in Section 6.2) and
procedures to be followed by the Noteholder to exercise such option, (d) that
if a Noteholder elects to revoke his exercise of such option prior to the
redemption of his Notes, he must do so not later than the fifth Business Day
before the Interest Reset Date and the procedures to be followed to revoke the
exercise of such option, and (e) such other information as the Company may
provide.

         If the Company decides not to establish a Subsequent Interest Rate for
a subsequent Interest Rate Period as provided above, the interest rate for the
prior Interest Rate Period shall continue to be the interest rate in effect,
for the next year and each year thereafter, unless and until the Company shall
establish a Subsequent Interest Rate on or before November 15 of any subsequent
year in which an Interest Reset Date occurs for a subsequent Interest Rate
Period as provided above, commencing with December 15 of such year.  Until
establishment of such a Subsequent Interest Rate for a subsequent Interest Rate
Period, each December 15 shall be deemed for purposes of this Indenture to be
an Interest Reset Date.

         In the event that the Company decides not to establish a Subsequent
Interest Rate for a subsequent Interest Rate Period, the Company shall so
notify the Trustee on or before 30 days prior to an Interest Reset Date.  Upon
receipt by the Company of such notice, the Trustee shall promptly mail to each
Noteholder (and to beneficial owners as required by applicable laws), but in no
event later than two (2) business days after receipt of notice from the
Company, a notice that shall state, among other things, (a) that the Company
has elected not to reset the interest rate, (b) that the Noteholder must
exercise his option to have his Notes redeemed not later than the fifth
Business Day before the Interest Reset Date and procedures to be followed by
the Noteholder to exercise such option, (c) that if a Noteholder elects to
revoke his exercise of such option prior to the redemption of his Notes, he
must do so not later than the fifth Business Day before the Interest Reset Date
and the procedures to be followed to revoke the exercise of such option, and
(d) such other information as the Company may provide.





                                       18
<PAGE>   29

         Notwithstanding anything contained in this Indenture to the contrary,
at all times during the continuance of an Event of Default, interest shall
accrue upon the indebtednesses evidenced by the Notes at the Default Rate.

         Notwithstanding the foregoing, so long as there is no existing default
in the payment of interest on the Notes, all Notes authenticated by the Trustee
between the Regular Record Date (as hereinafter defined) for any Interest
Payment Date and such Interest Payment Date shall bear interest from such
Interest Payment Date; provided, however, that if and to the extent that the
Company shall default in the payment of the interest due on such Interest
Payment Date, then any such Note shall bear interest from the Interest Payment
Date immediately preceding the date of such Note to which interest on the Notes
has been paid, or if no interest has been paid on such Notes since the Original
Issue Date of such Notes from such Original Issue Date or from such other date
as shall have been fixed by this Indenture or any supplemental indenture
hereto.

         Interest on any Note which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that Note (or one or more predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest as specified in this
Section 2.3.  The term "Regular Record Date" with respect to a regular Interest
Payment Date for the Notes shall mean the close of business on the seventh day
of the month (whether or not a business day) in which such Interest Payment
Date occurs.

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

                 (A)      The Company may elect to make payment of any
         Defaulted Interest to the persons in whose names the Notes (or their
         respective predecessor Notes) are registered at the close of business
         on a special record date (the "Special Record Date") for the payment
         of such Defaulted Interest, which shall be fixed in the following
         manner.  The Company shall notify the Trustee in writing of the amount
         of Defaulted Interest proposed to be paid on each Note and the date of
         the proposed payment, and at the same time the Company shall deposit
         with the Trustee an amount of money equal to the aggregate amount
         proposed to be paid in respect of such Defaulted Interest or shall
         make arrangements satisfactory to the Trustee for such deposit prior
         to the date of the proposed payment, such money when deposited to be
         held in trust for the benefit of the persons entitled to such
         Defaulted Interest as in this clause provided.  Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than twenty (20) nor less than ten
         (10) days prior to the date of the proposed payment and not less than
         thirty-five (35) days after the receipt by the Trustee of the notice
         of the proposed payment.  The Trustee shall promptly notify the
         Company of such Special Record Date and, in the name and at the
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record





                                       19
<PAGE>   30

         Date therefor to be mailed, first class postage prepaid, to each
         Noteholder at his address as it appears in the Note Register, not less
         than ten (10) days prior to such Special Record Date.  The Trustee
         may, in its discretion, in the name and at the expense of the Company,
         cause a similar notice to be published at least once in a Daily
         Newspaper in each place of payment, but such publication shall not be
         a condition precedent to the establishment of such Special Record
         Date.  Notice of the proposed payment of such Defaulted Interest and
         the Special Record Date therefor having been mailed as aforesaid, such
         Defaulted Interest shall be paid to the persons in whose names the
         Notes (or their respective predecessor Notes) are registered on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (B).

                 (B)      The Company may make payment of any Defaulted
         Interest in any other lawful manner if, after notice given by the
         Company to the Trustee of the proposed payment pursuant to this
         clause, such payment shall be deemed practicable by the Trustee.

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

         The principal of and the interest on the Notes shall be paid at the
office or agency of the Company which shall be located at the main office of
the Trustee (the "place of payment") in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts; provided, however, that principal of and
interest on any Notes may be payable, at the option of the Company, by check
mailed to the person entitled thereto as such person's address shall appear on
the Note Register.

         SECTION 2.4  NUMBERS AND LEGENDS ON NOTES.  Notes may bear such
numbers, letters or other marks of identification or designation, may be
endorsed with or have incorporated in the text thereof such legends or recitals
with respect to transferability or in respect of the Note or Notes for which
they are exchangeable, and may contain such provisions, specifications and
descriptive words, not inconsistent with the provisions of this Indenture, as
may be determined by the Company or as may be required to comply with any law
or with any rule or regulation made pursuant thereto.

         SECTION 2.5  EXECUTION OF NOTES.  Each Note shall be signed in the
name and on behalf of the Company by one of its officers.  The signature of an
officer of the Company may, if permitted by law, be in the form of a facsimile
signature and may be imprinted or otherwise reproduced on the Notes.  In case
any officer of the Company who shall have signed, or whose facsimile signature
shall be borne by, any of the Notes shall cease to be such officer of the
Company before the Notes so executed shall be actually authenticated and
delivered by the Trustee, such Notes shall nevertheless bind the Company and
may be authenticated and delivered as though the person whose signature appears
on such Notes had not ceased to be such officer of the Company.





                                       20
<PAGE>   31

         SECTION 2.6  REGISTRATION OF TRANSFER OF NOTES.  The Company shall keep
or cause to be kept at the main office of the Trustee books for the registration
of transfer of Notes issued hereunder (herein sometimes referred to as the "Note
Register") and upon presentation for such purpose at such office the Company
will register or cause to be registered the transfer therein, under such
reasonable regulations as it may prescribe, of such Notes.  The Trustee is
hereby appointed "Note Registrar" for the purpose of registering Notes and
transfers of Notes as herein provided.  The Company may appoint one or more
"Note Co-Registrars" for such purpose as the Board of Directors may determine
where Notes may be presented or surrendered for registration, registration of
transfer or exchange and such books, at all reasonable times, shall be open for
inspection by the Trustee.

         SECTION 2.7  EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES.  Whenever
any Note shall be surrendered to the Company at an office or agency referred to
in Section 3.2, for registration of transfer or exchange, duly endorsed or
accompanied by a proper written instrument or instruments of assignment and
transfer thereof or for exchange in form satisfactory to the Company and the
Trustee, or any Note Registrar or Note Co-Registrar, duly executed by the
holder thereof or his attorney duly authorized in writing, the Company shall
execute, and the Trustee shall authenticate and deliver, in exchange therefor,
a Note or Notes in the name of the designated transferee, as the case may
require, for a like aggregate principal amount and of such authorized
denomination or denominations as may be requested.  All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Notes surrendered upon such registration of transfer or
exchange.

         The Company, at its option, may require the payment of a sum
sufficient to reimburse it for any stamp tax or other governmental charge or
expense that may be imposed in connection with any exchange or transfer of
Notes other than exchanges pursuant to Section 2.8 or Section 13.5 not
involving any transfer.  No service charge will be made for any such
transaction.

         The Company shall not be required to issue or to make registrations of
transfer or exchanges of Notes after the fifteenth (15th) day immediately
preceding the date, if any, the Company elects to redeem the Notes.  The
Company shall not be required to issue or to make registrations of transfer or
exchanges of any Notes which have been selected for redemption.

         Upon delivery by any Note Co-Registrar of a Note in exchange for a
Note surrendered to it in accordance with the provisions of this Indenture, the
Note so delivered shall for all purposes of this Indenture be deemed to be duly
registered in the Note Register; provided, however, that in making any
determination as to the identity of persons who are holders, the Trustee shall,
subject to the provisions of Section 10.2, be fully protected in relying on the
Note Register kept at the main office of the Trustee.

         SECTION 2.8  TEMPORARY NOTES.  Pending the preparation of definitive
Notes the Company may execute and, upon Company Order, the Trustee shall
authenticate and deliver temporary Notes which may be printed, lithographed,
typewritten, mimeographed or otherwise





                                       21
<PAGE>   32

reproduced.  Temporary Notes shall be issuable in any authorized denomination,
and substantially of the tenor of the definitive Notes in lieu of which they
are issued, but with such omissions, insertions and variations as may be
appropriate for temporary Notes, all as may be determined by the officers of
the Company executing such Notes as evidenced by their execution of such Notes.
Every such temporary Note shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Notes.  If temporary Notes are issued, without unreasonable
delay, the Company will execute and deliver to the Trustee definitive Notes and
thereupon any and all temporary Notes may be surrendered in exchange therefor,
at the offices referred to in Section 3.2, and the Trustee shall authenticate
and deliver in exchange for such temporary Notes an equal aggregate principal
amount of definitive Notes of authorized denominations.  Such exchange shall be
made by the Company at its own expense and without any charge therefor.  Until
so exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes authenticated and delivered
hereunder.

         SECTION 2.9  RECOGNITION OF REGISTERED HOLDERS OF DEFINITIVE NOTES AND
TEMPORARY NOTES.  The Company, the Trustee or any agent of the Company or the
Trustee may deem and treat (A) the registered holder of any temporary Note, and
(B) the registered holder of any definitive Note, as the absolute owner of such
Note in accordance with Section 8.1.

         SECTION 2.10 MUTILATED, DESTROYED, LOST OR STOLEN NOTES.  In case any
Note shall become mutilated or be destroyed, lost or stolen, then upon the
satisfaction of the conditions hereinafter set forth in this Section 2.10 the
Company (A) shall, in the case of any mutilated Note, and (B) shall, in the case
of any destroyed, lost or stolen Note, in the absence of notice to the Company
or the Trustee that such Note has been acquired by a bona fide purchaser,
execute, and upon the written request of the Company, the Trustee shall
authenticate and deliver, a new Note of like principal amount bearing a number
not contemporaneously outstanding, in exchange and substitution for and upon
surrender and cancellation of the mutilated Note or in lieu of and substitution
for the Note so destroyed, lost or stolen; provided, however, that if any such
mutilated, destroyed, lost or stolen Note shall have become or shall be about to
become due and payable, or shall have been selected or called for redemption,
the Company may instead of issuing a substituted Note, pay such Note without
requiring the surrender thereof, except that such mutilated Note shall be
surrendered.  The applicant for such substituted Note shall furnish to the
Company and to the Trustee evidence satisfactory to them, in their discretion,
of the ownership of and the destruction, loss or theft of such Note and shall
furnish to the Company and to the Trustee and any Note Registrar such security
or indemnity as may be required by them to save each of them harmless, and, if
required, shall reimburse the Company for all expenses (including any tax or
other governmental charge and the fees and expenses of the Trustee) in
connection with the preparation, authentication and delivery of such substituted
Note, and shall comply with such other reasonable regulations as the Company,
the Trustee, or either of them, may prescribe.

         Every new Note issued pursuant to this Section 2.10 in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled





                                       22
<PAGE>   33

to all the benefits of this Indenture equally and proportionally with any and
all other Notes duly issued hereunder.

         The provisions of this Section 2.10 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         SECTION 2.11 FORM AND AUTHENTICATION OF NOTES.  Subject to the
qualifications hereinbefore set forth, the Notes to be secured hereby shall be
substantially of the tenor and effect set forth in the recitals hereto, and no
Notes shall be secured hereby or entitled to the benefit hereof, or shall be or
become valid or obligatory for any purpose unless there shall be endorsed
thereon an authentication certificate, substantially in the form set forth in
the recitals hereto, executed by the Trustee; and such certificate on any Note
issued by the Company shall be conclusive evidence and the only competent
evidence that it has been duly authenticated and delivered hereunder.

         SECTION 2.12 SURRENDER AND CANCELLATION OF NOTES.  All Notes
surrendered for payment, redemption, transfer, exchange or conversion shall, if
surrendered to any person other than the Trustee, be delivered to the Trustee
and, if not already canceled, shall be promptly canceled by it.  The Company may
at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder, which the Company may have acquired in
any manner whatsoever, and all Notes so delivered shall be promptly canceled by
the Trustee.  No Notes shall be authenticated in lieu of or in exchange for any
Notes canceled as provided in this Section 2.12, except as expressly permitted
by this Indenture.  The Trustee shall deliver all canceled Notes held by it to
the Company at least annually.


                                   ARTICLE 3

                      PARTICULAR COVENANTS OF THE COMPANY

         Anything in this Indenture or in any Note to the contrary
notwithstanding, the Company, expressly for the equal and ratable benefit of
the original and future holders of the Notes, covenants and agrees as follows:

         SECTION 3.1  WILL PUNCTUALLY PAY PRINCIPAL AND INTEREST ON THE NOTES.
The Company will duly and punctually pay, or cause to be paid, the principal
and interest to become due in respect of the Notes Outstanding according to the
provisions hereof and thereof.

         SECTION 3.2.

                 (A)  OFFICE OR AGENCY.  The Company will maintain an office or
         agency in the place of payment where Notes may be presented or
         surrendered for payment, where Notes may be surrendered for
         registration of transfer or exchange and where notices and demands to
         or





                                       23
<PAGE>   34

         upon the Company in respect of the Notes and this Indenture may be
         served.  The Company will give prompt written notice to the Trustee of
         the location, and of any change in the location, of such office or
         agency.  If at any time the Company shall fail to maintain such office
         or agency or shall fail to furnish the Trustee with the address
         thereof, such presentations, surrenders, notices and demands may be
         made or served at the main office of the Trustee, and the Company
         hereby appoints the Trustee its agent to receive all such
         presentations, surrenders, notices and demands.

                 The Company may also from time to time designate one or more
         other offices or agencies where the Notes may be presented or
         surrendered for any or all of the purposes specified above in this
         Section 3.2(A) and may from time to time rescind such designations, as
         the Company may deem desirable or expedient; 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 each place of
         payment for such purposes.  The Company will give prompt written notice
         to the Trustee of any such designation and any change in the location
         of any such other office or agency.

                 (B)      APPOINTMENT OF TRUSTEE AS PAYING AGENT; DUTY OF PAYING
         AGENT OTHER THAN TRUSTEE.  The Company hereby appoints the Trustee as
         paying agent and the Company covenants that, if it shall appoint a
         paying agent other than the Trustee, it will cause such paying agent 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 3.2,

                          (1)     that such paying agent shall hold all sums
                 held by it as such agent for the payment of the principal of
                 or the interest on any of the Notes in trust for the benefit
                 of the holders of such Notes or the Trustee;

                          (2)     that such paying agent shall give the Trustee
                 notice of any Default of the Company in making any payment of
                 the principal of or the interest on the Notes when the same
                 shall be due and payable; and

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

                 (C)      DUTY OF COMPANY ACTING AS PAYING AGENT.  The Company
         covenants and agrees that, if it should at any time act as its own
         paying agent, it will, on or before each due date of the principal of
         or the interest on the Notes set aside and segregate and hold in trust
         for the benefit of the holders of the Notes a sum sufficient to pay
         such principal or interest so becoming due until such sums shall be
         paid to such holders or otherwise disposed of as herein provided and
         will notify the Trustee of its action or of any failure to take such
         action.





                                       24
<PAGE>   35

                 Whenever the Company shall have one or more paying agents, it
         will, prior to each due date of the principal of or interest on, any
         Notes, deposit with one or more paying agents a sum sufficient to pay
         the principal or interest, so becoming due, such sum to be held in
         trust for the benefit of the holders of Notes entitled to such
         principal 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.

                 (D)      DELIVERY TO TRUSTEE.  Anything in this Section 3.2 to
         the contrary notwithstanding, the Company may at any time, for the
         purposes of obtaining the satisfaction and discharge of this Indenture
         or for any other reason, pay, or by Company Order direct any paying
         agent to pay, to the Trustee all sums held in trust by the Company or
         any paying agent as required by this Section 3.2, such sums to be held
         by the Trustee upon the trusts contained in this Indenture.  Upon such
         payment by any paying agent to the Trustee, such paying agent shall be
         released from all further liability with respect to such money.

                 (E)      ALL SUMS TO BE HELD SUBJECT TO SECTION 15.2.
         Anything in this Section 3.2 to the contrary notwithstanding, the
         holding of sums in trust as provided in this
                Section 3.2 is subject to the provisions of Section 15.2 hereof.

         SECTION 3.3  WILL PAY INDEBTEDNESS.  The Company will pay or cause to
be paid all Indebtedness of the Company and of each Subsidiary (but, in the
case of Indebtedness of a Subsidiary on which the Company is not liable, the
Company shall be obligated so to do only to the extent that such Subsidiary's
assets shall be insufficient for the purpose), as and when same shall become
due and payable, and will observe, perform and discharge in accordance with
their terms all of the covenants, conditions and obligations which are imposed
on it by any and all mortgages, indentures and other agreements evidencing or
securing Indebtedness of the Company or pursuant to which such Indebtedness is
issued, so as to prevent the occurrence of any act or omission which is a
default thereunder, and which remains uncured or is not waived for a period of
thirty (30) days.  The Company will notify the Trustee of any breach of the
covenants contained in this Section 3.3 within ten (10) days after the Company
has knowledge of such breach.

         SECTION 3.4  WILL MAINTAIN OFFICE.  The Company will maintain an
office of the Company, which shall be and remain the principal place of
business of the Company, in Deerfield, Illinois; provided, however, that upon
at least thirty (30) days' prior written notice to the Trustee, the Company may
move such office and records to any other address as set forth in such notice.

         SECTION 3.5  WILL KEEP, AND PERMIT EXAMINATION OF, RECORDS AND BOOKS
OF ACCOUNT AND WILL PERMIT VISITATION OF PROPERTY.  The Company will (A) keep
proper records and books of account in accordance with generally accepted
accounting principles consistently applied, reflecting all financial
transactions of the Company and each Subsidiary, and (B) permit or cause to
permit the Trustee, personally or by its agents, accountants and attorneys, to
visit or inspect any of the properties, examine the records and books of
account and discuss the affairs, finances and accounts, of the Company and each
Subsidiary, with the officers of the Company and Subsidiaries





                                       25
<PAGE>   36

at such reasonable times as may be requested by the Trustee.  The Trustee shall
be under no duty to make any such visit, inspection or examination.

         The Company covenants that books of record and account will be kept in
which full, true and correct entries will be made of all dealings or
transactions of, or in relation to, the properties, business and affairs of the
Company.

         SECTION 3.6      CORPORATE EXISTENCE.  The Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence, and that of each Subsidiary and the rights (charter and
statutory) and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries considered as a whole and that the loss thereof is not
disadvantageous in any material respect to the holders of the Notes.

         SECTION 3.7      MAINTENANCE OF PROPERTIES.  The Company will cause
all properties used or useful in the conduct of its business or the business of
any Subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in the connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent the Company or any Subsidiary from discontinuing the
operation and maintenance of any such properties, or disposing of any of them,
if such discontinuance or disposal is, in the judgment of the Company or of the
Subsidiary concerned, desirable in the conduct of its business or the business
of any Subsidiary and not disadvantageous in any material respect to the
holders of the Notes.

         SECTION 3.8      PAYMENT OF TAXES AND OTHER CLAIMS.  The Company will
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (ii) all lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and the Company shall have set aside on its books adequate reserves
with respect thereto (segregated to the extent required by generally accepted
accounting principles).

         SECTION 3.9  RESTRICTIONS ON INDEBTEDNESS.  The Company covenants that
(i) it will not, nor will it permit any Subsidiary to, incur, create, assume or
otherwise become liable with respect to any Indebtedness unless the Company is
in compliance with all the terms, conditions and provisions of the Indenture
and (ii) it will not permit its Indebtedness and that of its Subsidiaries,





                                       26
<PAGE>   37

consolidated in accordance with generally accepted accounting principles, to
exceed six (6) times the Company's Consolidated Net Worth.

         SECTION 3.10 LIMITATION ON DIVIDENDS AND OTHER PAYMENTS.  The Company
will not declare or pay any of the following (each, a "Restricted Payment"): (i)
any dividend or other distribution of property or assets other than a dividend
payable solely in shares of capital stock of the Company or (ii) any repurchase
by the Company of its capital stock other than from an employee of the Company
or a Subsidiary in connection with the termination of his employment.
Notwithstanding the foregoing, the Company may declare or pay a Restricted
Payment, if such Restricted Payment, when aggregated with all other Restricted
Payments made by the Company after September 30, 1996, is less than the sum of
(A) $3,000,000 ; (B) fifty percent (50%) of the cumulative consolidated net
income of the Company and its Subsidiaries, computed in accordance with
generally accepted accounting principles, for the period commencing on January
1, 1996 and ending on the date on which the Restricted Payment is made (treated
as one accounting period); and (C) the cumulative cash and non-cash proceeds to
the Company of all public or private offerings of its capital stock during the
period between October 1, 1996 and the date on which the Restricted Payment is
made; provided that, notwithstanding the foregoing, the Company shall make no
Restricted Payment if the making of the Restricted Payment would cause the
Company not to be in compliance with the terms, conditions and provisions of
this Indenture or any Senior Indebtedness on the date on which such Restricted
Payment is made.

         SECTION 3.11 COMPLIANCE NOTICES.  The Company will deliver to the
Trustee, within thirty (30) days after the end of each of its fiscal quarters,
commencing with the quarter ending December 31, 1996, an Officer's Certificate
stating that

                 (1)      review of the activities of the Company during such
         quarter and of performance under this Indenture has been made under
         his supervision; and

                 (2)      to the best of his knowledge, based on such review,
         the Company has fulfilled all its obligations under this Indenture
         throughout the quarter, or, if there has been a default in the
         fulfillment of any such obligation, specifying each such default known
         to him and the nature and status thereof.

                                   ARTICLE 4

                  NOTEHOLDER LISTS AND REPORTS BY THE COMPANY
                                AND THE TRUSTEE

         SECTION 4.1  NOTEHOLDER LISTS, ETC.

                 (A)      The Company will furnish or cause to be furnished to
         the Trustee, quarterly, not more than fifteen (15) days after each
         Regular Record Date a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the holders of Notes as of





                                       27
<PAGE>   38

         such Regular Record Date, and at such other times, as the Trustee may
         request in writing, within thirty (30) days after receipt by the
         Company of any such request, a list of similar form and content as of
         a date not more than fifteen (15) days prior to the time such list is
         furnished; provided, however, that so long as the Trustee is the sole
         Note Registrar, no such list shall be required to be furnished.

                 (B)      The Trustee shall preserve, in as current a form as is
         reasonably practicable, the names and addresses of the holders of Notes
         received by the Trustee in its capacity as Note Registrar contained in
         the most recent list furnished to it as provided in subdivision (A) of
         this Section 4.1.  The Trustee may destroy any list furnished to it as
         provided in subdivision (A) of this Section 4.1, upon receipt of a new
         list so furnished.

                 (C)      In case holders of Notes aggregating not less than
         ten percent (10%) of the aggregate principal amount of all Outstanding
         Notes (hereinafter called "Applicants") apply in writing to the
         Trustee, and furnish to the Trustee reasonable proof that each such
         Applicant has owned a Note for a period of at least six (6) months
         preceding the date of such application, and such application states
         that the Applicants desire to communicate with other holders of Notes
         with respect to their rights under this Indenture or under the Notes,
         and is accompanied by a copy of the form of proxy or other
         communication which such Applicants propose to transmit, then the
         Trustee shall, within five (5) business days after the receipt of such
         application, at its election, either

                          (1)     afford to such Applicants access to the
                 information preserved at the time by the Trustee in accordance
                 with the provisions of subdivision (B) of this Section 4.1; or

                          (2)     inform such Applicants as to the approximate
                 number of holders of Notes whose names and addresses appear in
                 the information preserved at the time by the Trustee, in
                 accordance with the provisions of subdivision (B) of this
                 Section 4.1, and as to the approximate cost of mailing to such
                 Noteholders the form of proxy or other communication, if any,
                 specified in such application.

         If the Trustee shall elect not to afford to such Applicants access to
         such information, the Trustee shall, upon the written request of such
         Applicants, mail to each Noteholder whose name and address appears in
         the information preserved at the time by the Trustee in accordance with
         the provisions of subdivision (B) of this Section 4.1, a copy of the
         form of proxy or other communication which is specified in such
         request, with reasonable promptness after a tender to the Trustee of
         the material to be mailed and of payment or provision for the payment
         of the reasonable expenses of mailing, unless within five (5) days
         after such tender the Trustee shall mail to such Applicants and file
         with the Securities and Exchange Commission together with a copy of the
         material to be mailed, a written statement to the effect that, in the
         opinion of the Trustee, such mailing would be contrary to the best
         interests of the holders of Notes, or would be in violation of
         applicable law.  Such written





                                       28
<PAGE>   39

         statement shall specify the basis of such opinion.  If said
         Commission, after opportunity for a hearing upon the objections
         specified in the written statement so filed, shall enter an order
         refusing to sustain any of such objections or if, after the entry of
         an order sustaining one (1) or more of such objections, said
         Commission shall find, after notice and opportunity for a hearing,
         that all the objections so sustained have been met and shall enter an
         order so declaring, the Trustee shall mail copies of such material to
         all such Noteholders with reasonable promptness after the entry of
         such order and the renewal of such tender; otherwise the Trustee shall
         be relieved of any obligation or duty to such Applicants respecting
         their application.

                 (D)      Every holder of the Notes, by receiving and holding
         the same, agrees with the Company and the Trustee that neither the
         Company nor the Trustee, nor any paying agent shall be held
         accountable by reason of the disclosure of any such information as to
         the names and addresses of the holders of Notes in accordance with the
         provisions of subdivision (C) of this Section 4.1, regardless of the
         source from which such information was derived, and that the Trustee
         shall not be held accountable by reason of mailing any material
         pursuant to a request made under said subdivision (C).

         SECTION 4.2  REPORTS BY COMPANY.  The Company covenants and agrees:

                 (A)      To file with the Trustee within fifteen (15) days
         after the Company files the same with the Securities and Exchange
         Commission, copies of the annual reports and of the information,
         documents, and other reports (or copies of such portions of any of the
         foregoing as such Commission may from time to time by rules and
         regulations prescribe) which the Company may be required to file with
         such Commission pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934; or, if the Company is not required to
         file information, documents, or reports pursuant to either of such
         Sections, then the Company will file with the Trustee and the
         Securities and Exchange Commission, in accordance with rules and
         regulations prescribed from time to time by said Commission, such of
         the supplementary and periodic information, documents, and reports
         which may be required pursuant to Section 13 of the Securities
         Exchange Act of 1934 in respect of a security listed and registered on
         a national securities exchange as may be prescribed from time to time
         in such rules and regulations;

                 (B)      To file with the Trustee and the Securities and
         Exchange Commission, in accordance with the rules and regulations
         prescribed from time to time by said Commission, such additional
         information, documents and reports with respect to compliance by the
         Company with the conditions and covenants provided for in this
         Indenture as may be required from time to time by such rules and
         regulations, including, in the case of annual reports, if required by
         such rules and regulations, certificates or opinions of independent
         public accountants, conforming to the requirements, if any, of Section
         15.3 hereof, as to compliance with conditions or covenants, compliance
         with which is subject to verification by accountants;





                                       29
<PAGE>   40


                 (C)      To transmit to the holders of the Notes, in the
         manner and to the extent provided in subsection (c) of section 313 of
         the TIA, such summaries of any information, documents, and reports
         required to be filed by the Company pursuant to subdivision (A) or
         subdivision (B) as may be required by the rules and regulations
         promulgated by the Securities and Exchange Commission; and

                 (D)      To furnish to the Trustee with or as a part of each
         annual report and each other document or report filed with the Trustee
         pursuant to subdivision (A), (B) or (C) of this Section 4.2, an
         Officers' Certificate stating that in the opinion of each of the
         signers such annual report or other document or report complies with
         the requirements of such subdivision (A) or subdivision (B).

         Each certificate furnished to the Trustee pursuant to the provisions
of this Section 4.2 shall conform to the requirements of Section 15.3 hereof.

         SECTION 4.3  REPORTS BY TRUSTEE.  The Trustee shall transmit to the
Noteholders as provided in TIA Section 313(c), if required thereunder, within
sixty (60) days after January 1, 1997 and each January 1 thereafter, a brief
report as provided in TIA Section 313(a).  A copy of each such report shall, at
the time of such transmission to the Noteholders, be filed by the Trustee with
each stock exchange upon which the Notes are listed (if any) and also with the
Securities and Exchange Commission.


                                   ARTICLE 5

                    REDEMPTION OF NOTES AT COMPANY'S OPTION

         SECTION 5.1  ELECTION BY COMPANY TO REDEEM NOTES.  The Notes shall be
redeemable prior to the Stated Maturity thereof on any Interest Reset Date,
upon notice as provided in this Article 5, as a whole, at the option of the
Company; provided, however, that the Company may not redeem any Notes pursuant
to such option prior to December 15, 2001.  Any such redemption shall be at the
redemption price of 100% of the principal amount of the Notes redeemed,
together with accrued and unpaid interest on the principal amount to be
redeemed to the redemption date.

         The election of the Company to redeem any Notes shall be evidenced by
a Certified Resolution.  Whenever any of the Notes Outstanding are to be
redeemed pursuant to this Section 5.1, the Company shall give the Trustee at
least sixty (60) days' written notice (or such shorter period of time as is
acceptable to the Trustee) prior to the Interest Reset Date fixed for
redemption.

         SECTION 5.2  NOTICE OF REDEMPTION.  Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than thirty (30)
nor more than sixty (60) days prior to the Interest Reset Date fixed for
redemption, to each holder of Notes, at his last address appearing in the Note
Register.





                                       30
<PAGE>   41


         All notices of redemption shall state:

                 (A)      The redemption date;

                 (B)      The redemption price;

                 (C)      That on the date of redemption the redemption price
         of each of the Notes to be redeemed will become due and payable, and
         that interest thereon shall cease to accrue from and after said date;
         and

                 (D)      The place where such Notes are to be surrendered for
         payment of the redemption price, which shall be the office or agency
         of the Company in the place of payment.

         Notice of redemption of Notes to be redeemed shall be given by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

         Failure to give notice of redemption, or any defect therein, to any
holder of any Note selected for redemption shall not impair or affect the
validity of the redemption of any other Note.

         SECTION 5.3  DEPOSIT OF REDEMPTION PRICE.  On or before the business
day immediately preceding any Interest Reset Date upon which redemption is to
take place, the Company shall deposit with the Trustee or with a paying agent
(or, if the Company is acting as its own paying agent, segregate and hold in
trust as provided in Section 3.2(C) hereof) an amount of money sufficient to
pay the redemption price of all principal of, and accrued interest on, the
Notes which are to be redeemed on that date.

         SECTION 5.4  DATE ON WHICH NOTES CEASE TO BEAR INTEREST, ETC.  Notice
of redemption having been given as aforesaid, the Notes so to be redeemed
shall, on the redemption date, become due and payable at the redemption price
therein specified and from and after such date (unless the Company shall
default in the payment of the redemption price) such Notes shall cease to bear
interest.  Upon surrender of any such Note for redemption in accordance with
said notice, such Note shall be paid by the Company at the redemption price
together with accrued interest thereon to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to
the redemption date shall be payable to the holders of such Notes, or one or
more predecessor Notes, registered as such on the relevant Regular Record Dates
according to the terms and provisions of Section 2.3 hereof.

         If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid, bear interest from the
redemption date at the rate borne by the Note.

         SECTION 5.5  ALL NOTES DELIVERED.  All Notes redeemed pursuant to
Section 5.1 hereof shall be canceled and destroyed by the Trustee in accordance
with the existing regulations of (or





                                       31
<PAGE>   42

those hereafter promulgated by) the Securities Exchange Commission, and the
Trustee shall deliver its certificate thereof to the Company.

                                   ARTICLE 6

                     REDEMPTION OF NOTES AT HOLDER'S OPTION

         SECTION 6.1  REDEMPTION RIGHT AT HOLDER'S OPTION UPON AN INTEREST RATE
RESET NOTICE OR UPON DEATH OF A HOLDER.  Unless pursuant to the terms of
Section 7.1 the Notes have been declared due and payable prior to their
maturity by reason of an Event of Default and such Event of Default has not
been waived and such declaration has not been rescinded or annulled, a holder
has the right to present all but not less than all of his Notes for payment
prior to their maturity during the period from the date of the Interest Rate
Reset Notice (or the date of the notice that the Interest Rate will not be
reset pursuant to Section 2.3, as the case may be), pertaining to an Interest
Reset Date to the fifth business day preceding the Interest Reset Date, and the
Company will redeem the same on the Interest Reset Date if Notes have been
properly presented for payment on behalf of beneficial holders who are natural
persons.  Further, the personal representative of a deceased Holder, or the
surviving joint tenant or tenant by the entirety of a deceased Holder, may
tender his Notes for redemption in whole (or any portion of the principal
amount thereof which is $1,000 or an integral multiple thereof, as the Holder
may specify), subject to the limitation that the Company will not be obligated
to redeem during an initial period beginning with the Original Issue Date and
ending December 15, 1997 or during any 12-month period thereafter beginning on
December 15 of any year and ending on the March 15 of the succeeding year (A)
the portion of a Note or Notes presented by the Holder exceeding an aggregate
principal amount of $25,000 per Holder or (B) Notes in an aggregate principal
amount exceeding $2,250,000 (plus to the extent that the Original Purchasers
exercised the Over-Allotment Option, 5% of the principal amount of the Notes
purchased upon exercise of the Over-Allotment Option; provided that, in no
event, shall the maximum aggregate principal amount of Notes which the Company
may be obligated to redeem in any such 12-month period exceed $2,587,500);
further references herein to the $2,250,000 aggregate principal amount
limitation shall be deemed to include such higher figure not exceeding
$2,587,500, to the extent the Original Purchasers exercise the Over-Allotment
Option.  Such $25,000 and $2,250,000 limitations are non-cumulative.  The
Company will redeem Notes tendered upon the death of the Holders thereof in
order of their receipt, subject to the aforesaid limitations and the redemption
procedures set forth in Section 6.2.

         SECTION 6.2  REDEMPTION PROCEDURE AT HOLDER'S OPTION UPON AN INTEREST
RESET DATE OR UPON DEATH OF A HOLDER.  Redemption of Notes presented for
payment by a Holder exercising his option to have his Notes redeemed on an
Interest Reset Date will be redeemed on such Interest Reset Date.  Holders of
Notes presented for redemption shall be entitled to and shall receive scheduled
quarterly payments of interest thereon on scheduled Interest Payment Dates
until their Notes are redeemed.  Subject to the $25,000 and $2,250,000
limitations, the Company will, at any time upon the death of any holder, redeem
Notes within sixty (60) days following receipt by the





                                       32
<PAGE>   43

Trustee of a written request therefor from such holder's personal
representative, or surviving joint tenant(s), tenant by the entirety or
tenant(s) in common.

         Notes may be presented for redemption by delivering to the Trustee:
(A) a written request for redemption, in form satisfactory to the Trustee,
signed by the registered holder(s) or his duly authorized representative, (B)
the Note to be redeemed, free and clear of any liens or encumbrances of any
kind, and (C) in the case of a request made by reason of the death of a holder,
appropriate evidence of death and, if made by a representative of a deceased
holder, appropriate evidence of authority to make such request and such other
additional documents as the Trustee shall require, including, but not limited
to, inheritance or estate tax waivers.  No particular forms of request for
redemption or authority to request redemption are necessary.  The price to be
paid by the Company for all Notes or portions thereof presented to it pursuant
to the provisions described in this Article 6 is 100% of the principal amount
thereof or portion thereof plus accrued but unpaid interest on the principal
amount redeemed to the redemption date.  Any acquisition of Notes by the
Company other than by redemption at the option of any holder pursuant to this
Section shall not be included in the computation of either the $25,000 or
$2,250,000 limitation for any period.

         For purposes of this Section 6.2, a Note held in tenancy by the
entirety, joint tenancy or tenancy in common will be deemed to be held by a
single holder and the death of a tenant by the entirety, joint tenant or tenant
in common will be deemed the death of a holder.  The death of a person, who,
during his lifetime, was entitled to substantially all of the beneficial
interests of ownership of a Note will be deemed the death of the holder,
regardless of the registered holder, if such beneficial interest can be
established to the satisfaction of the Trustee.  For purposes of a holder's
request for redemption and a request for redemption on behalf of a deceased
holder, such beneficial interest shall be deemed to exist in cases of street
name or nominee ownership, ownership under the Uniform Gifts to Minors Act,
community property or other joint ownership arrangements between a husband and
wife (including individual retirement accounts or Keogh [H.R. 10] plans
maintained solely by or for the holder or decedent or by or for the holder or
decedent and his spouse), and trusts and certain other arrangements where a
person has substantially all of the beneficial ownership interests in the Notes
during his lifetime.  Beneficial interests shall include the power to sell,
transfer or otherwise dispose of a Note and the right to receive the proceeds
therefrom, as well as interest and principal payable with respect thereto.

         In the case of Notes registered in the names of banks, trust companies
or broker-dealers who are members of a national securities exchange or the
National Association of Securities Dealers, Inc. ("Qualified Institutions"),
the $25,000 limitation shall apply to each beneficial owner of Notes held by a
Qualified Institution and the death of such beneficial owner shall entitle a
Qualified Institution to seek redemption of such Notes as if the deceased
beneficial owner were the record holder.  Such Qualified Institution, in its
request for redemption on behalf of such beneficial owners, must submit
evidence, satisfactory to the Trustee, that it holds Notes on behalf of such
beneficial owner and must certify that the aggregate amount of requests for
redemption tendered by such Qualified Institution on behalf of such beneficial
owner in the initial period or in any subsequent twelve (12) month period does
not exceed $25,000.





                                       33
<PAGE>   44


         In the case of any Notes which are presented for redemption in part
only, upon such redemption the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the holder of such Notes,
without service charge, a new Note(s), of any authorized denomination or
denominations as requested by such holder, in aggregate principal amount equal
to the unredeemed portion of the principal of the Notes so presented.

         Nothing herein shall prohibit the Company from redeeming, in
acceptance of tenders made pursuant hereto, Notes in excess of the principal
amount that the Company is obligated to redeem, nor from purchasing any Notes
in the open market.  However, the Company may not use any Notes purchased in
the open market as a credit against its redemption obligations hereunder.

         SECTION 6.3  WITHDRAWAL.  Any Notes presented for redemption at the
option of the holder may be withdrawn by the person(s) presenting the same upon
delivery of a written request for such withdrawal to the Trustee (A) in the
case of redemption on an Interest Reset Date, not later than five (5) business
days before the relevant Interest Reset Date or, (B) in the case of a Special
Redemption Event, on the Repurchase Date (as defined in Section 6.5), or (C)
prior to the issuance of a check in payment thereof in the case of Notes
presented by reason of the death of a holder.

         SECTION 6.4  REDEMPTION REGISTER.  The Trustee shall maintain at its
main office a register (the "Redemption Register") in which it shall record, in
order of receipt, all requests for redemption received by the Trustee under
Section 6.2.  Unless withdrawn, all such requests shall remain in effect during
the period in which they are received and thereafter from period to period,
until the Notes which are the subject of such request have been redeemed.

         SECTION 6.5  REDEMPTION UPON SPECIAL REDEMPTION EVENT.  In the event
that there shall occur a Special Redemption Event with respect to the Company,
then each holder shall have the right, at the holder's option, to require the
Company to redeem such holder's Notes, including any portion thereof which is
$1,000 or any integral multiple thereof on the date (the "Repurchase Date")
that is seventy-five (75) days after the occurrence of the Special Redemption
Event at the redemption price in cash of 100% of the principal amount thereof
or portion thereof plus accrued but unpaid interest to the date of payment.

         Forty (40) days after the occurrence of a Special Redemption Event,
the Company promptly, but in any event within three (3) business days after
expiration of such 40-day period, shall give notice to the Trustee, who shall
promptly, but in any event within five (5) days of receipt of notice from the
Company, notify the Noteholders, of the occurrence of such Special Redemption
Event, of the date before which a holder must notify the Trustee of such
holder's intention to exercise the redemption option, which date shall be not
more than three (3) business days prior to the Repurchase Date and of the
procedure which such holder must follow to exercise such right.  To exercise
the redemption, the holder of a Note or Notes must deliver to the Trustee on or
before the Repurchase Date:  (A) written notice of such holder's election to
redeem pursuant to this Section 6.5; in form satisfactory to the Trustee,
signed by the registered holder(s) or his duly authorized representative and
(B) the Note or Notes to be redeemed, free and clear of any liens or
encumbrances of any kind.





                                       34
<PAGE>   45


         In the case of any Notes which are presented for redemption in part
only, upon such redemption the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the holder of such Notes,
without service charge, a new Note(s), of any authorized denomination or
denominations as requested by such holder, in aggregate principal amount equal
to the unredeemed portion of the principal of the Notes so presented.

         SECTION 6.6  REDEMPTION OF NOTES SUBJECT TO ARTICLE 5.  In the case of
any Notes or portion thereof which are presented for redemption pursuant to
this Article 6 and which have not been redeemed at the time the Company gives
notice of its election to redeem Notes pursuant to Article 5, such Notes or
portion thereof shall first be subject to redemption pursuant to Article 5 and
if any such Notes or portion thereof are not redeemed pursuant to Article 5
they shall remain subject to redemption pursuant to Article 6.

                                   ARTICLE 7

                REMEDIES OF TRUSTEE AND NOTEHOLDERS UPON DEFAULT

         SECTION 7.1  DEFINITION OF DEFAULT AND EVENT OF DEFAULT.  The
following events are hereby defined for all purposes of this Indenture (except
where the term is otherwise defined for specific purposes) as "Events of
Default" (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                 (A)      Failure to make any payment of the principal of any
         Note for a period of five (5) days or more after the same shall become
         due and payable; or

                 (B)      Failure to pay any installment of interest upon any
         Note for a period of ten (10) days or more after the same shall have
         become due and payable; or

                 (C)      The acceleration of all or any portion of any Senior
         Indebtedness or the foreclosure upon any collateral securing payment
         of any Senior Indebtedness; or

                 (D)      The occurrence of any default or event of default
         under any Senior Indebtedness if, as a result of such default or event
         of default, the date of payment of all or any portion of such Senior
         Indebtedness may be accelerated or foreclosure upon any collateral
         securing such Senior Indebtedness may occur, if such default or event
         of default shall remain uncured for a period of 180 consecutive days
         following the date of occurrence thereof; or

                 (E)      The entry of a decree or order by a court or
         regulatory authority having jurisdiction in the premises adjudging the
         Company or any Subsidiary as bankrupt or insolvent, or approving as
         properly filed a petition seeking reorganization, arrangement,





                                       35
<PAGE>   46

         adjustment or composition of or in respect of the Company or any
         Subsidiary under the Federal Bankruptcy Act or any other applicable
         Federal or State law, or appointing a receiver, liquidator, assignee,
         trustee or sequestrator (or other similar official) of the Company or
         any Subsidiary, or ordering the winding-up or liquidation of its
         affairs, and the continuance of any such decree or order unstayed and
         in effect for a period of sixty (60) consecutive days; or

                 (F)      The institution by the Company or any Subsidiary of
         proceedings to be adjudicated as bankrupt or insolvent, or the consent
         by it to the institution of bankruptcy or insolvency proceedings
         against it, or the filing by it of a petition or answer or consent
         seeking reorganization or relief under the Federal Bankruptcy Act or
         any other applicable Federal or State law, or the consent by it to the
         filing of any such petition or to the appointment of a receiver,
         liquidator, assignee, trustee or sequestrator (or other similar
         official) of the Company or any Subsidiary, or the making by it of an
         assignment for the benefit of creditors, or the admission by it in
         writing of its inability to pay its debts generally as they become
         due, or the taking of action by the Company or any Subsidiary in
         furtherance of any such action; or

                 (G)      The occurrence of any default in the performance, or
         any breach, of any covenant of the Company in this Indenture (other
         than a default that is covered by any other subsection of this Section
         7.1), which continues for a period of not less than thirty (30)
         consecutive days after such occurrence; or

                 (H)      A court having jurisdiction in the premises shall
         have entered a final non-appealable judgment, order or decree for
         payment of money against the Company or any Subsidiary that results in
         a liability (after provision for any proceeds of any policy of
         insurance applicable to such liability) in excess of $15,000,000.

         SECTION 7.2  TRUSTEE TO GIVE NOTEHOLDERS NOTICE OF DEFAULTS.  The
Trustee shall, within sixty (60) days after the occurrence of any event that
with the giving of notice, the passage of time or both would constitute an
Event of Default (a "Default"), give by mail to (i) all Noteholders, as their
names and addresses appear in the Note Register, (ii) to such holders of the
Notes as have, within the two (2) years preceding the mailing of notice, filed
their names and addresses with the Trustee for that purpose and (iii) to such
holders of the Notes whose names and addresses are provided the Trustee in
accordance with Section 312 of the TIA, notice of all Defaults known to the
Trustee, unless such Defaults shall have been cured or waived before the giving
of such notice; provided, however, that except in the case of Default in the
payment of the principal of or the interest on any of the Notes, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, board of trustees, executive committee, or a trust committee of
directors, trustees or Responsible Officers, of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Noteholders.





                                       36
<PAGE>   47

         SECTION 7.3  DECLARATION OF PRINCIPAL AND ACCRUED INTEREST DUE UPON
DEFAULT; HOLDERS OF SPECIFIED PERCENTAGE OF NOTES MAY WAIVE DEFAULT DECLARATION.
In the event that (1) an Event of Default has occurred and is continuing under
subsections 7.1 (A), (B), (C), (D), (G) or (H) hereof, and (2) the holders of
not less than twenty-five percent (25%) of the aggregate principal amount of the
Outstanding Notes shall direct Trustee in writing to accelerate the indebtedness
evidenced by the Notes, then the Trustee shall, by written notice to the
Company, immediately declare the entire unpaid principal amount of all of the
Notes and all accrued interest thereon to be immediately due and payable in
full, and such principal and interest shall thereupon become immediately due and
payable in full.  In the event that (1) an Event of Default under subsections
7.1 (A), (B), (C), (D), (G) or (H) hereof has occurred and has continued for a
period of more than 180 consecutive days (regardless of whether any holders of
the Notes have directed Trustee to accelerate the Notes), or (2) any other Event
of Default has occurred and is continuing under Section 7.1 hereof, then the
Trustee may, at its election, by written notice to the Company, declare the
entire unpaid principal amount of all of the Notes and all accrued interest
thereon to be immediately due and payable in full, and such principal and
interest shall thereupon become and be immediately due and payable in full.
Notwithstanding the foregoing, any acceleration of the Notes pursuant to this
Section 7.3 shall be subject to the provisions of Section 16.5 hereof and to the
right of the holders of not less than a majority in principal amount of all
Outstanding Notes, by written notice to the Company and to the Trustee
thereafter to consent to a waiver of such past Default before any final judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided and if before such judgment or decree all covenants with
respect to which Default shall have been made shall be fully performed or made
good to the reasonable satisfaction of the Trustee, and all arrears of interest
with interest upon overdue installments of interest (to the extent that payment
of such interest is enforceable under applicable law) at the interest rate per
annum applicable to the Notes and the principal of all Outstanding Notes which
shall have become due otherwise than by acceleration under this Section 7.3 and
all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, disbursements, expenses and advances of the Trustee, its agents
and attorneys, and all other indebtedness secured hereby, except the principal
of any Notes not then due by their terms and except interest accrued on such
Notes since the last Interest Payment Date, shall be paid, or the amount thereof
shall be paid to the Trustee for the benefit of those entitled thereto; in which
event, such Default and its consequences shall thereupon be deemed to have been
cured and such declaration of the maturity of the Notes shall be void and of no
further effect, but no such cure shall extend to or affect any subsequent
Default or impair any right consequent thereon.

         SECTION 7.4  POWER OF TRUSTEE TO PROTECT AND ENFORCE RIGHTS.  Upon the
occurrence of one or more Events of Default and the acceleration of the
indebtedness evidenced by the Notes, the Trustee by such officer or agent as it
may appoint in its discretion, with or without entry, may proceed to protect
and enforce its rights and the rights of holders of the Outstanding Notes by a
suit or suits in equity or an action or actions at law, whether for the
specific performance of any covenant or agreement contained herein, or in aid
of the execution of any power herein granted, or for the enforcement of any
other appropriate legal or equitable remedy, as the Trustee shall deem most





                                       37
<PAGE>   48

effectual to protect and enforce any of its rights or duties and the rights of
holders of the Outstanding Notes.

         Upon the written request of the holders of a majority in principal
amount of the then Outstanding Notes, in case an Event of Default shall have
occurred and the indebtedness evidenced by the Notes shall be accelerated as
aforesaid, subject to Sections 10.2 and 10.5, it shall be the duty of the
Trustee upon being indemnified as provided in Section 7.11, to exercise such
one or more of the remedies available for the protection and enforcement of its
rights and the rights of the Noteholders (including the taking of appropriate
judicial proceedings by action, suit or otherwise) as the Trustee shall deem
best.

         SECTION 7.5  REMEDIES CUMULATIVE.  No remedy herein conferred upon or
reserved to the Trustee or the Noteholders is intended to be exclusive of any
other right or remedy, but each and every such right or remedy shall be
cumulative, and shall be in addition to every other remedy given hereunder as
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.

                 (A)  DELAY, ETC. NOT A WAIVER OF RIGHTS.  No delay or omission
         to exercise any right or power accruing upon any Event of Default
         shall impair any such right or power or shall be construed to be a
         waiver of any such Event of Default or an acquiescence therein; and
         every such right and power may be exercised from time to time and as
         often as may be deemed expedient.

                 (B)  WAIVER OF DEFAULT NOT TO EXTEND TO SUBSEQUENT DEFAULTS.
         No waiver of any Event of Default whether by the Trustee or by the
         Noteholders, shall extend to or shall affect any subsequent Event of
         Default or shall impair any rights or remedies consequent thereon.

         SECTION 7.6  HOLDERS OF SPECIFIED PERCENTAGE OF NOTES MAY DIRECT
JUDICIAL PROCEEDINGS BY TRUSTEE.  The holders of not less than a majority in
principal amount of the Notes at the time Outstanding hereunder may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any power conferred upon the Trustee; provided,
however, that such direction shall not be otherwise than in accordance with the
provisions of law and this Indenture and the Trustee may take any other action
deemed proper by them, or either of them, which is not inconsistent with such
direction.

         SECTION 7.7  INTENTIONALLY OMITTED.

         SECTION 7.8.

                 (A)  PAYMENT OF PRINCIPAL AND INTEREST TO TRUSTEE UPON
         OCCURRENCE OF CERTAIN DEFAULTS; JUDGMENT MAY BE TAKEN BY TRUSTEE.  The
         Company covenants that if an Event of Default specified in
         subdivisions (A) or (B) of Section 7.1 shall occur, then upon demand





                                       38
<PAGE>   49

         of the Trustee, the Company will pay to the Trustee, for the benefit
         of the holders of the Notes, the whole amount that then shall have
         become due and payable on all such Notes for principal and interest,
         with interest upon the overdue principal and (to the extent that
         payment of such interest is enforceable under applicable law) upon the
         overdue installments of interest at the respective applicable rate
         borne by 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.

                 In case the Company shall fail to pay the same forthwith upon
         such demand, the Trustee, in its name and as trustee of an express
         trust, may institute a judicial proceeding for the collection of the
         sums so due and unpaid, and may prosecute such proceeding to judgment
         or final decree, and may enforce the same against the Company or any
         other obligor upon the 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 the Notes, wherever
         situated.

                 (B)      ENFORCEMENT OF RIGHTS BY TRUSTEE DURING CONTINUANCE
         OF AN EVENT OF DEFAULT.  If an Event of Default occurs and is
         continuing, the Trustee, may in the exercise of discretion proceed to
         protect and enforce its rights and the rights of the Noteholders by
         such appropriate judicial proceedings as deemed 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.

                 (C)      APPLICATION OF MONEYS COLLECTED BY TRUSTEE.  Any
         moneys collected by the Trustee under this Section 7.8 shall be
         applied by the Trustee:

                 FIRST.  To the payment of the costs and expenses reasonably
         incurred (including any sums due the Trustee) in the proceedings
         resulting in the collection of such moneys.

                 SECOND.  To the payment of the amounts then due and unpaid
         upon the Outstanding Notes for principal of and the interest on the
         Outstanding Notes, with interest on the overdue principal and (to the
         extent that payment of such interest is enforceable under applicable
         law) on overdue installments of interest at the interest rate per
         annum applicable to the Notes; and in case such proceeds shall be
         insufficient to pay in full the amounts so due and unpaid, then to the
         payment thereof ratably, according to the aggregate of such principal
         and interest, without preference or priority as to any Outstanding
         Note over any other Outstanding Note or of principal or interest over
         principal or interest, or of any installment of interest over any
         other installment of interest, upon presentation of such Notes and
         their surrender if fully paid, or for proper notation if only
         partially paid.





                                       39
<PAGE>   50

         SECTION 7.9  POSSESSION OF NOTES UNNECESSARY IN ACTION BY TRUSTEE.  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 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 Outstanding Notes in respect of which such judgment has been recovered.

         SECTION 7.10 TRUSTEE MAY FILE NECESSARY PROOFS.  The Trustee,
(irrespective of whether the principal of the Notes shall then be due and
payable as therein expressed and irrespective of whether the Trustee, shall have
made any demand for such payment), may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee, and of the Noteholders allowed in any judicial proceedings
relative to the Company or its creditors or property.  In case of any
receivership, insolvency, bankruptcy, reorganization or other similar
proceedings affecting the Company or its property, the Trustee, (irrespective of
whether the principal of the Notes shall then be due and payable and
irrespective of whether the Trustee, shall have made any demand for such
payment) shall be entitled and empowered either in its name or as trustee of an
express trust or as attorney in fact for the holders of the Notes, or in any one
or more of such capacities, to file a proof of claim for the whole amount of
principal and interest (with interest upon such overdue principal and, to the
extent that payment of such interest is enforceable under applicable law, upon
overdue installments of interest at the interest rate per annum applicable to
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 Noteholders allowed in any such
proceedings and to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any receiver,
assignee, trustee, liquidator, sequestrator (or other similar official) in any
such judicial proceeding is hereby authorized by each Noteholder 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 Noteholders, to pay to the Trustee, any
amount due the Trustee, for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee, under Section 10.7.

         Nothing herein contained shall be deemed to authorize the Trustee, to
authorize or consent to or accept or adopt on behalf of any Noteholder 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 Noteholder in any such proceeding.

         SECTION 7.11 LIMITATION UPON RIGHT OF NOTEHOLDERS TO INSTITUTE CERTAIN
LEGAL PROCEEDINGS.  No Noteholder shall have any right to institute any suit,
action or proceeding in equity or at law for the foreclosure of this Indenture,
or for the execution of any trust hereunder, including the appointment of a
receiver or trustee, or for any other remedy hereunder,  including without
limitation the institution of nonjudicial foreclosure proceedings, unless (A)
such holder previously





                                       40
<PAGE>   51

shall have delivered to the Trustee written notice that one or more Events of
Default, which Events of Default shall be specified in such notice, has
occurred and is continuing, and (B) the holders of not less than twenty-five
percent (25%) in principal amount of the then Outstanding Notes shall have
requested the Trustee in writing and shall have afforded to it reasonable
opportunity either to proceed to exercise the powers hereinbefore granted, or
to institute such action, suit or proceeding in its own name, and (C) one or
more Noteholders shall have offered to the Trustee adequate security and
indemnity, satisfactory to it, against the costs, expenses and liabilities to
be incurred therein or thereby and the Trustee, shall have refused or neglected
to act on such notification, request and offer of indemnity for at least sixty
(60) days and no direction inconsistent with such notification shall have been
given to the Trustee by holders of not less than a majority in principal amount
of the Outstanding Notes; and such notification, request and offer of indemnity
are hereby declared, in every such case, at the option of the Trustee, to be
conditions precedent to the exercise of the powers and trusts of this Indenture
and to any action or cause of action for foreclosure, including the appointment
of a receiver or trustee, or for any other remedy hereunder; it being
understood and intended that no Noteholder shall have any right in any manner
whatsoever by his action to affect, disturb or prejudice the rights of any
other holder, or obtain or seek to obtain priority or preference over any other
holder, or to enforce any right hereunder, except in the manner herein provided
to the extent permitted by law, and that all proceedings at law or in equity
shall be instituted, had or maintained in the manner herein provided, and for
the equal and ratable benefit of all holders of the Outstanding Notes.

         SECTION 7.12 RIGHT OF NOTEHOLDER TO RECEIVE AND ENFORCE PAYMENT NOT
IMPAIRED.  Notwithstanding any other provision of this Indenture, the right of
any holder of any Note to receive payment of the principal of and interest on
such Note, on or after the respective Stated Maturities expressed in such Note,
or to institute suit for the enforcement of any such payment on or after such
respective Stated Maturities, shall not be impaired or affected without the
consent of such holder, except that no Noteholder may institute any such suit if
and to the extent that the institution or prosecution thereof or the entry of
judgment therein would, under applicable law, result in the surrender,
impairment, waiver, or loss under this Indenture upon any property subject
hereto.

         SECTION 7.13 COURT MAY REQUIRE UNDERTAKING TO PAY COSTS.  All parties
to this Indenture agree, and each holder of any Note by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee, for any action taken or omitted by it, the filing
by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but to the extent permitted by law the provisions of this
Section 7.13 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Noteholder or group of Noteholders holding in the aggregate
more than twenty-five percent (25%) in aggregate principal amount of the
Outstanding Notes, or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of or interest on any Note on or
after the respective





                                       41
<PAGE>   52

Stated Maturities expressed in such Note (or, in the case of redemption, on or
after the Redemption Date).

         SECTION 7.14 UNENFORCEABLE PROVISION INOPERATIVE.  To the extent that
any provision of this Article 7 may be invalid or unenforceable under any
applicable law, such provision shall be deemed inoperative and inapplicable and
shall not be included in the terms of this Indenture.

         SECTION 7.15 IF ENFORCEMENT PROCEEDINGS ABANDONED, STATUS QUO IS
ESTABLISHED.  In case the Trustee or any Noteholder shall have proceeded to
enforce any right or remedy under this Indenture, and such proceedings shall
have been discontinued or abandoned for any reason, or shall have been
determined adversely to the Trustee or to such Noteholder, then and in every
such case the Company, the Trustee and the Noteholders, subject to any
determination in such proceedings, shall be restored severally and respectively
to their former positions and rights hereunder, and thereafter all rights,
remedies and powers of the Trustee and Noteholders shall continue as if no such
proceedings had been instituted.

         SECTION 7.16 NOTEHOLDERS MAY WAIVE CERTAIN DEFAULTS.  The holders of
not less than the required percentage in principal amount of the Outstanding
Notes specified in Section 7.3 may on behalf of the holders of all the Notes
waive any past Default hereunder and its consequences, except a Default:

                 (A)      in the payment of the principal of or interest on any
         Note, or

                 (B)      in respect of a covenant or provision hereof which
         under Article 13 cannot be modified or amended without the consent of
         the holder of each Outstanding Note affected.

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

                                   ARTICLE 8

                       EVIDENCE OF RIGHTS OF NOTEHOLDERS
                             AND OWNERSHIP OF NOTES

         SECTION 8.1  EVIDENCE OF OWNERSHIP OF DEFINITIVE NOTES AND TEMPORARY
NOTES ISSUED HEREUNDER IN REGISTERED FORM.  Prior to due presentment for
registration of transfer of any Note, the Company, the Trustee, any Note
Registrar, or any agent of the Company or the Trustee may deem and treat the
person in whose name any Note shall be registered at any given time upon the
Note Register as the absolute owner of such Note for the purpose of receiving
any payment of, or on account of, the principal and interest on such Note and
for all other purposes whether or not such Note be overdue; and neither the
Company nor the Trustee, nor any agent of the Company or the Trustee shall be
bound by any notice to the contrary.  All such payments made in accordance with





                                       42
<PAGE>   53

the provisions of this Section 8.1 shall be valid, and, to the extent of the sum
or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Note.

                                   ARTICLE 9

                         CONSOLIDATION, MERGER AND SALE

         SECTION 9.1  COMPANY MAY MERGE, CONSOLIDATE, ETC., UPON CERTAIN TERMS.
The Company covenants that it will not merge or consolidate with any other
corporation or, other than as part of a loan securitization or sale entered
into in the ordinary course of its business, sell or convey all or
substantially all of its assets to any person, firm or corporation, unless (i)
either the Company shall be the continuing or surviving corporation, or the
successor corporation (if other than the Company) shall be a corporation
organized under the laws of the United States of America or any State thereof
and shall expressly assume the due and punctual payment of the principal of and
interest on all the Notes, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, and (ii) the Company or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such covenant or
condition.

         SECTION 9.2  SUCCESSOR CORPORATION TO BE SUBSTITUTED.  In case of any
such consolidation, merger, sale or conveyance, and upon any such assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein as the Company, and the Company shall thereupon be released from all
obligations hereunder and under the Notes and the Company as the predecessor
corporation may thereupon or at any time thereafter be dissolved, wound up or
liquidated.  Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company any or all of
the Notes issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Notes which previously shall have been signed and delivered
by the officers of the Company to the Trustee for authentication, and any Notes
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose.

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

         SECTION 9.3  OPINION OF COUNSEL.  The Trustee, subject to TIA Section
315(a), (c) and (d) and to Section 10.5, may receive an Opinion of Counsel as
conclusive evidence that any such





                                       43
<PAGE>   54

consolidation, merger, sale or conveyance and any such assumption complies with
the provisions of this Article 9.

         SECTION 9.4  ARTICLE 9 SUBJECT TO PROVISION OF SECTION 6.5.
Notwithstanding the foregoing, the transactions contemplated by Article 9 are
subject to the redemption provisions of Section 6.5, if applicable.

                                   ARTICLE 10

                             CONCERNING THE TRUSTEE

         SECTION 10.1 REQUIREMENT OF CORPORATE TRUSTEE, ELIGIBILITY.  There
shall at all times be a Trustee hereunder which shall be a banking corporation
organized and doing business under the laws of the United States of America or
of any State, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $60,000,000 subject to
supervision or examination by Federal or State authority, or any affiliate of
such a banking corporation, which also is a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $10,000,000 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 the aforesaid supervising or examining authority, then for the purposes of
this Section 10.1 the combined capital and surplus of the Trustee 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 10.1, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article 10.

         SECTION 10.2 ACCEPTANCE OF TRUST.  The Trustee accepts the trusts
hereby created upon the terms and conditions in this Indenture specified, to all
of which the Company and the holders of Outstanding Notes by their acceptance
thereof agree:

                 (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 it, 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





                                       44
<PAGE>   55

                 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.

                 (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 man would exercise or use under
         the circumstances in the conduct of his 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 subdivision shall not be construed to
                 limit the effect of subdivision (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 pertinent facts;

                          (3)     the Trustee shall not be liable with respect
                 to any action taken or omitted to be taken by it in good faith
                 in accordance with the direction of the holders of not less
                 than a majority in principal amount of the Notes at the time
                 Outstanding relating to the time, method, and place of
                 conducting any proceeding for any remedy available to the
                 Trustee, or exercising any trust or power conferred upon the
                 Trustee under this Indenture;

                          (4)     none of the provisions contained in this
                 Indenture shall require the Trustee to expend or risk its own
                 funds or otherwise incur any financial liability in the
                 performance of any of its duties hereunder or in the exercise
                 of any of its rights or powers, if there is reasonable ground
                 for believing that the repayment of such funds or adequate
                 indemnity against such risk or liability is not reasonably
                 assured to it; and

                          (5)     the permissive right of the Trustee to do
                 things enumerated in this Indenture shall not be construed as
                 a duty, and the Trustee shall not be answerable for other than
                 its negligence or willful default.

                 (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.

                 (E)      The Trustee shall not be required to take notice or
         be deemed to have notice of any Event of Default hereunder except
         failure by the Company to cause to be made any





                                       45
<PAGE>   56

         of the payments to the Trustee required to be made to the Trustee by
         any provision hereof or failure by the Company to file with the
         Trustee any document required by this Indenture to be so filed
         subsequent to the issuance of the Notes, unless the Trustee shall be
         specifically notified in writing of such Default by the Company or by
         the holders of at least twenty-five percent (25%) in aggregate
         principal amount of Outstanding Notes, and all notices or other
         instruments required by this Indenture to be delivered to the Trustee
         must, in order to be effective, be delivered at the main office of the
         Trustee, and in the absence of such notice so delivered the Trustee
         may conclusively assume there is no Event of Default except as
         aforesaid.

         SECTION 10.3 DISCLAIMER.  The recitals contained herein and in the
Notes (except as contained in the Trustee's certificate of authentication) shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes issued hereunder.  The Trustee shall be under no responsibility or duty
with respect to the disposition of any Notes authenticated and delivered
hereunder or the application or use of the proceeds thereof or the application
or use of any moneys paid to the Company under any of the provisions hereof.

         SECTION 10.4 TRUSTEE MAY OWN NOTES.  The Trustee, the paying agent, the
Note Registrar or any Note Co-Registrar or other agent of the Company or of the
Trustee may become the owner or pledgee of Notes and, subject to Sections 10.9
and 10.10, if operative, may otherwise deal with the Company with the same
rights it would have if it were not a Trustee, paying agent, Note Registrar,
Note Co-Registrar or other agent of the Company or of the Trustee.

         SECTION 10.5 TRUSTEE MAY RELY ON CERTIFICATES, ETC.  To the extent
permitted by Section 10.2 hereof:

                 (A)      The Trustee may rely and shall be protected in acting
         upon any resolution, certificate, opinion, notice, request, consent,
         order, appraisal, report, Note or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

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

                 (C)      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 Certified Resolution;

                 (D)      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





                                       46
<PAGE>   57

         action hereunder, the Trustee (unless other evidence be herein
         specifically prescribed) may, in the absence of bad faith, rely upon
         an Officers' Certificate;

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

                 (F)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any such document set
         forth in Section 10.5(A), but the Trustee, in its exercise of
         discretion, may make such further inquiry or investigation into such
         facts or matters as may seem necessary, and, if the Trustee shall
         determine to make such further inquiry or investigation, the Trustee
         shall be entitled to examine the books, records and premises of the
         Company, personally or by agent or attorney;

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

                 (H)      The Trustee shall not be required to give any
         debenture or surety in respect of the execution of the said trusts and
         powers or otherwise in respect of the premises.

         SECTION 10.6 MONEY HELD IN TRUST NOT REQUIRED TO BE SEGREGATED. Subject
to the provisions of Section 15.2 hereof, all moneys received by the Trustee
hereunder or in respect of the Notes shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.

         Any interest allowed on or income or other return arising from any
such moneys shall be paid from time to time to the Company upon Company Order
in accordance with the provisions hereof; provided, however, that no such
interest, income or return shall be paid to the Company during any period
during which an Event of Default has occurred and is continuing.

         SECTION 10.7 COMPENSATION, REIMBURSEMENT, INDEMNITY, SECURITY.  The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to receive, reasonable compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of all services rendered hereunder, which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust, and except as otherwise expressly provided herein, the Company
will upon request of the Trustee reimburse the Trustee for all reasonable
advances made or incurred 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 or disbursement
as





                                       47
<PAGE>   58

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

         If, and to the extent that the Trustee and its counsel and other
agents do not receive compensation for services rendered, reimbursements of its
advances, expenses and disbursements, or indemnity, as herein provided, as the
result of allowances made in any reorganization, bankruptcy, receivership,
liquidation or other proceeding or by any plan of reorganization or
readjustment of obligations of the Company or the Trustee shall be entitled, in
priority to the holders of the Notes, to receive any distributions of any
securities, dividends or other disbursements which would otherwise be made to
the holders of Notes in any such proceeding or proceedings and the Trustee is
hereby constituted and appointed, irrevocably, the attorney in fact for the
holders of the Notes and each of them to collect and receive, in their name,
place and stead, such distributions, dividends or other disbursements, to
deduct therefrom the amounts due to the Trustee its counsel and other agents on
account of services rendered, advances, expenses, and disbursements made or
incurred, or indemnity, and to pay and distribute the balance, pro rata, to the
holders of the Notes.

         SECTION 10.8 CONFLICT OF INTEREST.

                 (A)      If the Trustee has or shall acquire any conflicting
         interest, as defined in this Section 10.8, the Trustee shall within
         ninety (90) days after ascertaining that there is such conflicting
         interest, either eliminate such conflicting interest or resign in the
         manner and with the effect hereinafter specified in this Article 10.

                 (B)      In the event that the Trustee shall fail to comply
         with the provisions of the preceding subdivision (A) of this Section
         10.8 , the Trustee shall within ten (10) days after the expiration of
         such ninety (90) day period transmit notice of such failure to the
         Noteholders, in the manner and to the extent provided in Section 4.3.

                 (C)      For the purposes of this Section, the Trustee shall be
         deemed to have a conflicting interest if there is an Event of Default
         (as defined in Section 7.1 but exclusive of any grace period or notice
         requirement) and:

                          (1)     the Trustee is trustee under another
                 indenture under which any other securities, or certificates of
                 interest or participation in any other securities, of the
                 Company are outstanding or is trustee for more than one (1)
                 outstanding series of securities under a single indenture of
                 the Company unless such other indenture is a collateral trust
                 indenture under which the only collateral consists of Notes
                 issued under this Indenture; provided, however, that there
                 shall be excluded from the operation of this clause (1) any
                 indenture under which other securities, or certificates of
                 interest or participation in other securities, of the Company
                 are outstanding, if the





                                       48
<PAGE>   59

                 Company shall have sustained the burden of proving, on
                 application to the Securities and Exchange Commission and after
                 opportunity for hearing thereon, that trusteeship under this
                 Indenture and such other indenture is not so likely to involve
                 a material conflict of interest as to make it necessary in the
                 public interest or for the protection of investors to
                 disqualify the Trustee from acting as such under this Indenture
                 or such other indenture or indentures;

                          (2)     the Trustee or any of the directors or
                 executive officers of the Trustee is an obligor upon the Notes
                 or an underwriter for the Company;

                          (3)     the Trustee directly or indirectly controls
                 or is directly or indirectly controlled by or is under direct
                 or indirect common control with the Company or an underwriter
                 for the Company;

                          (4)     the Trustee or any of the directors or
                 executive officers of the Trustee is a director, officer,
                 employee, appointee or representative of the Company, or of an
                 underwriter (other than the Trustee) for the Company who is
                 currently engaged in the business of underwriting, except that
                 (a) one (1) individual may be a director or an executive
                 officer, or both, of the Trustee and a director or an
                 executive officer, or both, of the Company, but may not be at
                 the same time an executive officer of the Trustee and the
                 Company; (b) if and so long as the number of directors of any
                 Trustee in office is more than nine (9), one (1) additional
                 individual may be a director or an executive officer, or both,
                 of such Trustee and a director of the Company; and (c) the
                 Trustee may be designated by the Company or by an underwriter
                 for the Company to act in the capacity of transfer agent,
                 registrar, custodian, paying agent, fiscal agent, escrow agent
                 or depositary or in any other similar capacity or, subject to
                 the provisions of paragraph (1) of this subdivision (C), to
                 act as trustee, whether under an indenture or otherwise;

                          (5)     ten percent (10%) or more of the voting
                 securities of the Trustee is beneficially owned either by the
                 Company or by any director, or executive officer thereof, or
                 twenty percent (20%) or more of such voting securities is
                 beneficially owned, collectively, by any two (2) or more of
                 such persons; or ten percent (10%) or more of the voting
                 securities of the Trustee is beneficially owned either by an
                 underwriter for the Company or by any director or executive
                 officer thereof, or is beneficially owned, collectively, by
                 any two (2) or more such persons;

                          (6)     the Trustee is the beneficial owner of or
                 holds as collateral security for an obligation which is in
                 default (as hereinafter in this subdivision (C) of this
                 Section 10.8 defined), (a) five percent (5%) or more of the
                 voting securities or ten percent (10%) or more of any other
                 class of security of the Company, not including the Notes
                 issued under this Indenture and securities issued under any
                 other indenture





                                       49
<PAGE>   60

                 under which the Trustee is also trustee, or (b) ten percent
                 (10%) or more of any class of security of an underwriter for
                 the Company;

                          (7)     the Trustee is the beneficial owner of, or
                 holds as collateral security for an obligation which is in
                 default (as hereinafter in this subdivision (C) of this
                 Section 10.8 defined), five percent (5%) or more of the voting
                 securities of any person who, to the knowledge of the Trustee
                 owns ten percent (10%) or more of the voting securities of, or
                 controls directly or indirectly or is under direct or indirect
                 common control with, the Company;

                          (8)     the Trustee is the beneficial owner of or
                 holds as collateral security for an obligation which is in
                 default (as hereinafter in this subdivision (C) of this
                 Section 10.8 defined), ten percent (10%) or more of any class
                 of security of any person who, to the knowledge of the Trustee
                 owns fifty percent (50%) or more of the voting securities of
                 the Company;

                          (9)     the Trustee owns on the date of any Default
                 on the Notes, or any anniversary of such Default so long as
                 such Default remains outstanding, in the capacity of executor,
                 administrator, testamentary or inter vivos trustee, guardian,
                 committee or conservator, or in any other similar capacity, an
                 aggregate of twenty-five percent (25%) or more of the voting
                 securities or of any class of security, of any person, the
                 beneficial ownership of a specified percentage of which would
                 have constituted a conflicting interest under clause (6), (7)
                 or (8) of this subdivision (C).  As to any such securities of
                 which the Trustee acquired ownership through becoming
                 executor, administrator or testamentary trustee of an estate
                 which included them, the provisions of the preceding sentence
                 shall not apply for a period of two (2) years from the date of
                 such acquisition, to the extent that such securities included
                 in such estate do not exceed twenty-five percent (25%) of such
                 voting securities or twenty-five percent (25%) of any such
                 class of security.  Promptly after the dates of any Default on
                 the Notes and annually in each succeeding year that the Notes
                 remain in Default, the Trustee shall make a check of its or
                 his holdings of such securities in any of the above-mentioned
                 capacities as of such dates.  If the Company fails to make
                 payment in full of principal or interest upon the Notes when
                 and as the same becomes due and payable, and such failure
                 continues for thirty (30) days thereafter, the Trustee shall
                 make a prompt check of its holdings of such securities in any
                 of the above-mentioned capacities as of the date of the
                 expiration of such thirty-day period and after such date,
                 notwithstanding the foregoing provisions of this clause (9),
                 all such securities so held by the Trustee with sole or joint
                 control over such securities vested in it or him, shall, but
                 only so long as such failure shall continue, be considered as
                 though beneficially owned by the Trustee for the purposes of
                 clauses (6), (7) and (8) of this subdivision (C); or





                                       50
<PAGE>   61

                          (10)    the Trustee shall be or become a creditor of
                 the Company (except under the circumstances described under
                 paragraphs (1), (3), (4), (5) or (6) of Section 311(b) of the
                 TIA.

         The specifications of percentages in clauses (5) to (9), inclusive, of
this subdivision (C) shall not be construed as indicating that the ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of clause
(3) or (7) of this subdivision (C).

         For the purposes of clauses (6), (7), (8) and (9) of this subdivision
(C) only, (a) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms or any certificate of interest or participation in
any such note or evidence of indebtedness, (b) an obligation shall be deemed to
be in default when a default in payment of principal shall have continued for
thirty (30) days or more and shall not have been cured; and (c) the Trustee
shall not be deemed to be the owner or holder of (i) any security which it
holds as collateral security (as trustee or otherwise) for an obligation which
is not in default as above defined, or (ii) any security which it holds as
collateral security under this Indenture, irrespective of any Default
hereunder, or (iii) any security which it holds as agent for collection, or as
custodian, escrow agent or depositary, or in any similar representative
capacity.

                 (D)      The percentages of voting securities and other
         securities specified in this Section 10.8 shall be calculated in
         accordance with the following provisions:

                          (1)     A specified percentage of the voting
                 securities of the Trustee, the Company or any other person
                 referred to in this Section 10.8 (each of whom is referred to
                 as a "person" in this subdivision (D)) means such amount of
                 the outstanding voting securities of such person as entitles
                 the holder or holders thereof to cast such specified
                 percentage of the aggregate votes which the holders of all the
                 outstanding voting securities of such person are entitled to
                 cast in the direction or management of the affairs of such
                 person.

                          (2)     A specified percentage of a class of
                 securities of a person means such percentage of the aggregate
                 amount of securities of the class outstanding.

                          (3)     The term "amount," when used in regard to
                 securities, means the principal amount if relating to
                 evidences of indebtedness, the number of shares if relating to
                 capital shares, and the number of units if relating to any
                 other kind of security.





                                       51
<PAGE>   62

                          (4)      The term "outstanding" means issued and not
                 held by or for the account of the issuer. The following
                 securities shall not be deemed outstanding within the meaning
                 of this definition:

                                  (a)      securities of an issuer held in a
                          sinking fund relating to securities of the issuer of
                          the same class;

                                  (b)      securities of an issuer held in a
                          sinking fund relating to another class of securities
                          of the issuer, if the obligation evidenced by such
                          other class of securities is not in default as to
                          principal or interest or otherwise;

                                  (c)      securities pledged by the issuer
                          thereof as security for an obligation of the issuer
                          not in default as to principal or interest or
                          otherwise; or

                                  (d)      securities held in escrow if placed
                          in escrow by the issuer thereof;

         provided, however, that any voting securities of an issuer shall be
         deemed outstanding if any person other than the issuer is entitled to
         exercise the voting rights thereof.

                          (5)     A security shall be deemed to be of the same
                 class as another security if both securities confer upon the
                 holder or holders thereof substantially the same rights and
                 privileges; provided, however, that, in the case of secured
                 evidences of indebtedness, all of which are issued under a
                 single indenture, differences in the interest rates or
                 maturity dates of various series thereof shall not be deemed
                 sufficient to constitute such series different classes; and
                 provided, further, that, in the case of unsecured evidences of
                 indebtedness, differences in the interest rates or maturity
                 dates thereof shall not be deemed sufficient to constitute
                 them securities of different classes, whether or not they are
                 issued under a single indenture.

                 (E)      For the purposes of this Section 10.8, unless
                 otherwise provided:

                          (1)     The term "underwriter" when used with
                 reference to the Company means every person, who, within one
                 (1) year prior to the time as of which the determination is
                 made, has purchased from the Company with a view to, or has
                 offered or has sold for the Company in connection with, the
                 distribution of any security of the Company outstanding at
                 such time, or has participated or has had a direct or indirect
                 participation in any such undertaking, or has participated or
                 has had a participation in the direct or indirect underwriting
                 of any such undertaking, but such term shall not include a
                 person whose interest was limited to a commission from an
                 underwriter or dealer not in excess of the usual and customary
                 distributors' or sellers' commission.





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<PAGE>   63


                          (2)     The term "director" means any director of a
                 corporation, or any individual performing similar functions
                 with respect to any organization whether incorporated or
                 unincorporated.

                          (3)     The term "person" means an individual, a
                 corporation, a partnership, an association, a joint-stock
                 company, a trust, an unincorporated organization, or a
                 government or political subdivision thereof.  As used in this
                 clause, the term "trust" shall include only a trust where the
                 interest or interests of the beneficiary or beneficiaries are
                 evidenced by a security.

                          (4)     The term "voting security" means any security
                 presently entitling the owner or holder thereof to vote in the
                 direction or management of the affairs of a person, or any
                 security issued under or pursuant to any trust, agreement or
                 arrangement whereby a trustee or trustees or agent or agents
                 for the owner or holder of such security are presently
                 entitled to vote in the direction or management of the affairs
                 of a person.

                          (5)     The term "Company" means any obligor upon the
                 Notes.

                          (6)     The term "executive officer" means the
                 president, every vice president, every trust officer, the
                 cashier, the secretary, and the treasurer of a corporation,
                 and any individual customarily performing similar functions
                 with respect to any organization whether incorporated or
                 unincorporated, but shall not include the chairman of the
                 board of directors.

         SECTION 10.9 RESIGNATION, REMOVAL, APPOINTMENT OF SUCCESSOR TRUSTEE.

                 (A)      No resignation or removal of the Trustee, and no
         appointment of a successor Trustee pursuant to this Article 10 shall
         become effective until the acceptance of appointment by the successor
         Trustee under this Section 10.9 and Section 10.10.

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

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





                                       53
<PAGE>   64

                 (D)      If at any time:

                          (1)     the Trustee shall fail to comply with Section
                 10.8 after written request therefor by the Company or by any
                 Noteholder who has been a bona fide holder of a Note for at
                 least six (6) months, or

                          (2)     the Trustee shall cease to be eligible under
                 Section 10.1 and shall fail to resign after written request
                 therefor by the Company or by any such Noteholder, 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, (a) the Company by a Certified Resolution may remove
the Trustee or (b) subject to Section 7.13, any Noteholder who has been a bona
fide holder of a Note for at least six (6) months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

                 (E)      If the Trustee shall resign, be removed or become
         incapable of acting, or if a vacancy shall occur in the office of the
         Trustee for any cause, the Company, by a Certified Resolution, shall
         promptly appoint a successor Trustee.  If, within one (1) year after
         such resignation, removal or incapability, or the occurrence of such
         vacancy, a successor Trustee shall be appointed by Act of the holders
         of a majority in principal amount of the Outstanding Notes delivered
         to the Company and the retiring Trustee, the successor Trustee so
         appointed shall, forthwith upon its acceptance of such appointment,
         become the successor Trustee and supersede the successor Trustee
         appointed by the Company.  If no successor Trustee shall have been so
         appointed by the Company or the Noteholders and accepted appointment
         in the manner hereinafter provided, any Noteholder 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.

                 (F)      The Company shall give notice of each resignation and
         each removal of a Trustee and each appointment of a successor Trustee
         by mailing written notice of such event by first-class mail, postage
         prepaid, to the holders of Notes in the manner and to the extent
         provided in of Section 4.3.  Each notice shall include the name of the
         successor Trustee and address of the main office of the successor
         Trustee.

         SECTION 10.10  ACCEPTANCE BY SUCCESSOR TRUSTEE.  Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or





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<PAGE>   65

conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the respective
successor Trustee, the respective retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such respective
successor Trustee all the rights, powers and trusts of the retiring respective
Trustee, and shall duly assign, transfer and deliver to such respective
successor Trustee all property and money held by such respective retiring
Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 10.7.  Upon request of any such respective successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

         No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article 10 to the extent operative.

         SECTION 10.11.

                 (A)      NOTICE, ETC. ON BEHALF OF COMPANY DELIVERED TO
         TRUSTEE.  Except as herein expressly provided to the contrary, any
         notice, request, or other writing by or on behalf of the Company
         delivered to the Trustee shall be deemed to have been delivered to the
         Trustee hereunder as effectually as if delivered to each of them.

                 (B)      CASH, SECURITIES, ETC. TO BE HELD BY TRUSTEE.
         Notwithstanding anything herein contained to the contrary, all cash
         collected by, or payable to, the Trustee pursuant to this Indenture
         shall be paid to and deposited with, and all stocks, debentures and
         other obligations or securities shall be held by, the Trustee, except
         as otherwise required by law.

                 Whenever any moneys, debentures, shares of stock or other
         obligations are, under any provisions of this Indenture, paid or
         delivered to or deposited with the Trustee, the same shall be deemed
         for all purposes hereunder to be part of the security for the Notes
         issued hereunder, but nothing contained in this Section 10.11 shall be
         deemed to affect or impair any power or right conferred by any
         provision of this Indenture upon the Trustee to apply, disburse or
         otherwise act or deal with respect to any moneys, debentures, shares
         of stock or other obligations received or held by it as aforesaid.

         SECTION 10.12  MERGER OR CONSOLIDATION OF TRUSTEE.  Any corporation
into which the Trustee may be merged 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 10, to the extent operative, without
the execution or filing of any paper or the performance of any further act on
the part of any other parties hereto, anything herein to the contrary
notwithstanding.  In case any of the Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any such successor to the Trustee
by merger, conversion or consolidation may





                                       55
<PAGE>   66

adopt such authentication and deliver the said Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes.

         SECTION 10.13  AUTHENTICATING AGENT.  As long as any of the Notes
remain Outstanding, upon a Company Order there shall be an authenticating agent
appointed by the Trustee for such period as the Company shall elect, to act on
behalf of the Trustee and subject to its direction in connection with the
authentication of the Notes as set forth in this Indenture.  Such
authenticating agent shall at all times be a banking corporation organized and
doing business under the laws of the United States or any State, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $60,000,000 subject to supervision or examination by
Federal or State authority, or an affiliate of such banking corporation, which
is also a corporation organized and doing business under the laws of the United
States or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $10,000,000 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 the aforesaid supervising or examining authority,
then for the purposes of this Section 10.13 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.

         Whenever 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.

         Any corporation in which any 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 any authenticating agent
shall be a party, or any corporation succeeding to the corporate agency
business of any authenticating agent, shall continue to be the authenticating
agent without the execution or filing of any paper or any further act on the
part of the Trustee or the authenticating agent.

         Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company.  The Trustee may at
any time terminate the agency of any authenticating agent by giving written
notice of termination 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 any authenticating agent shall cease to be eligible in accordance
with the provisions of this Section 10.13, the Trustee promptly shall appoint a
successor authenticating agent, shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all holders of
Notes as the names and addresses of such holders appear on the Note Register.
Any successor authenticating agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder.  No successor authenticating agent shall be
appointed unless eligible under the provisions of this Section 10.13.





                                       56
<PAGE>   67

         The Trustee agrees to pay to the authenticating agent from time to
time reasonable compensation for its services, and the Trustee shall be
entitled to be reimbursed for such payments from the Company subject to the
provisions of Section 10.7.  The provisions of Section 8.1, 10.3 and 10.4 shall
be applicable to any authenticating agent.

                                   ARTICLE 11

                             DISCHARGE OF INDENTURE

         SECTION 11.1
                      ACKNOWLEDGMENT OF DISCHARGE.  This Indenture shall cease
to be of further effect (except as to any surviving rights of registration of
transfer or exchange of Notes herein expressly provided for and rights to
receive payments of interest thereon), and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction, cancellation and discharge of this Indenture, when

                 (A)      either

                          (1)     all Notes theretofore authenticated and
                 delivered other than (a) Notes which have been destroyed, lost
                 or stolen and which have been replaced or paid as provided in
                 Section 2.10, and (b) Notes for whose payment money has
                 theretofore been deposited in trust or segregated and held in
                 trust by the Company and thereafter repaid to the Company or
                 discharged from such trust, as provided in Section 15.2 have
                 been delivered to the Trustee for cancellation; or

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

                                  (a)      have become due and payable, or

                                  (b)      will become due and payable at their
                          Stated Maturity within one (1) year, or

                                  (c)      are to be called for redemption
                          within one (1) 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 (a), (b) or (c) above, has
                 deposited or caused to be deposited with the Trustee, as trust
                 funds in trust for the purpose, an amount sufficient to pay
                 and discharge the entire indebtedness on such Notes not
                 theretofore delivered to the Trustee for cancellation, for
                 principal 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;





                                       57
<PAGE>   68

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

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

         Notwithstanding the satisfaction and discharge of this Indenture the
obligations of the Company to the Trustee under Section 10.7 shall survive.

         SECTION 11.2 MONEY HELD IN TRUST.  All money deposited with the Trustee
pursuant to Section 11.1 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 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.  The Trustee shall give notice in the name and at
the expense of the Company of the immediate availability of the money deposited
with the Trustee pursuant to Section 11.1 to the persons entitled to such money.


                                   ARTICLE 12

                             MEETING OF NOTEHOLDERS

         SECTION 12.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED.  A meeting of
the Noteholders may be called at any time and from time to time pursuant to the
provisions of this Article 12 for any of the following purposes:

                 (A)      To give any notice to the Company or to the Trustee,
         or to give any directions to the Trustee, or to consent to the waiving
         of any Event of Default hereunder and its consequences, or to take any
         other action authorized to be taken by the Noteholders pursuant to any
         of the provisions of Article 2;

                 (B)      To remove the Trustee and appoint a successor trustee
         pursuant to any of the provisions of Article 10;

                 (C)      To consent to the execution of an indenture or
         indentures supplemental hereto pursuant to the provisions of Article 13
         ; or

                 (D)      To take any other action authorized to be taken by or
         on behalf of Noteholders of any specified aggregate principal amount
         of the Notes under any other provisions of this Indenture, or
         authorized or permitted by law.





                                       58
<PAGE>   69


         SECTION 12.2 CALL OF MEETINGS BY TRUSTEE; GENERALLY.  Meetings of
Noteholders may be held at such place or places and at such time or times in any
place of payment as the Trustee or, in case of its failure to act, the Company
or the Noteholders calling the meeting, shall from time to time determine.

         SECTION 12.3 CALL OF MEETINGS BY TRUSTEE; NOTICE.  The Trustee may at
any time call a meeting of the Noteholders to take any action specified in
Section 12.1, to be held at such time and at such place designated in Section
12.2 as the Trustee shall determine.  Notice of every meeting of the
Noteholders, setting forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, and specifying each
series of Notes which would be affected by the proposed action, shall be mailed
by the Trustee at the expense of the Company, first class postage prepaid, to
the Noteholders at their last addresses as they shall appear upon the Note
Register, not less than twenty (20) nor more than one hundred twenty (120) days
prior to the date fixed for the meeting.  Any defect in said notice shall not,
however, in any way impair or affect the validity of any such meeting.

         The Trustee may in its discretion determine, subject to the meaning of
the term "affected" as set forth in Section 13.2, whether or not Notes of any
particular series would be affected by action proposed to be taken at a meeting
and any such determination shall be conclusive upon the holders of Notes of
such series and all other series.  Subject to the provisions of Section 10.2,
the Trustee shall not be liable for any such determination made in good faith.

         Any meeting of the Noteholders shall be valid without notice if
Noteholders, holding all Notes then Outstanding, which would be affected by the
action proposed to be undertaken, are present in person or by proxy or have
waived notice before or after the meeting by Noteholders, and if the Company
and the Trustee are either present by duly authorized representatives or have,
before or after the meeting, waived notice.

         In case at any time the Company, pursuant to a Certified Resolution,
or Noteholders holding at least ten percent (10%) in aggregate principal amount
of the Notes then Outstanding, which would be affected by the action proposed
to be undertaken, shall have requested the Trustee to call a meeting of the
Noteholders to take any action authorized by Section 12.1, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting
within twenty (20) days after receipt of such request, then the Company or
Noteholders holding the amount above specified may determine the time and the
place for such meeting and may call such meeting for such purpose by giving
notice thereof in the manner provided in this Section 12.3.

         SECTION 12.4 MEETINGS, NOTICE AND ENTITLEMENT TO BE PRESENT.  Only
Noteholders holding Notes, which would be affected by the action proposed to be
undertaken, and persons appointed by an instrument in writing as proxy for such
a Noteholder by such a Noteholder are entitled to notice of and to vote at any
meeting of the Noteholders.  The only persons who shall be entitled to be
present or to speak at any meeting of the Noteholders shall be the persons
entitled to





                                       59
<PAGE>   70

vote at such meeting and their counsel, any representatives of the Trustee and
its counsel, and any representatives of the Company and its counsel.

         SECTION 12.5 REGULATIONS MAY BE MADE BY TRUSTEE.  Notwithstanding any
other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of the Noteholders, in
regard to proof of the holding of Notes and of the appointment of proxies, and
in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate.

         Such regulations (A) may provide for the closing of the Note Register
for such period as the Trustee may deem necessary or (B) may fix a record and
time for determining the record Noteholders of the Notes entitled to vote at
such meeting.  All Noteholders seeking to attend or vote at a meeting in person
or by proxy must, if required by any authorized representative of the Trustee
or the Company or by any other Noteholder, produce the Notes claimed to be
owned or represented at such meeting, and every one seeking to attend or vote
shall, if required as aforesaid, produce such further proof of Note ownership
or personal identity as shall be satisfactory to the authorized representative
of the Trustee, or if none be present then to the inspectors of votes
hereinafter provided for.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by the Noteholders as provided in Section 12.3, in which case the
Company or the Noteholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting may be elected by vote of Noteholders holding a
majority in principal amount of the Notes represented at the meeting and
entitled to vote.

         At any meeting each Noteholder or proxy shall be entitled to one vote
for each $1,000 principal amount of Notes then Outstanding owned by such
Noteholder or represented by such proxy; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Notes challenged as not
Outstanding and ruled by the temporary or permanent chairman of the meeting to
be not Outstanding.  The temporary or permanent chairman of the meeting shall
have no right to vote other than by virtue of Notes held by him or instruments
in writing as aforesaid duly designating him as the person to vote on behalf of
other Noteholders.

         At any meeting of Noteholders, the presence of persons holding or
representing Notes in an aggregate principal amount sufficient under the
appropriate provision of this Indenture to take action upon the business for
the transaction of which such meeting was called shall constitute a quorum.
Any meeting of holders duly called pursuant to Section 12.3 may be adjourned
from time to time by vote of the holders (or proxies for the holders) of a
majority in aggregate principal amount of the Notes represented at the meeting
and entitled to vote, whether or not a quorum shall be present; and the meeting
may be held as so adjourned without further notice.





                                       60
<PAGE>   71

         SECTION 12.6 MANNER OF VOTING AT MEETINGS AND RECORD TO BE KEPT.  The
vote upon any resolution submitted to any meeting of the Noteholders shall be by
written ballots on which shall be subscribed the signatures of the Noteholders
or of their representatives by proxy and the principal amount of the Notes voted
by the ballot.  The temporary or permanent chairman of the meeting shall appoint
two (2) inspectors of votes, who shall count all votes cast at the meeting for
or against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting.  A record at least in duplicate of the proceedings of each meeting of
the Noteholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one (1) or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 12.3.  The record
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one copy thereof shall be delivered to the Company
and another to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.

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

         SECTION 12.7 EVIDENCE OF ACTION BY HOLDERS OF SPECIFIED PERCENTAGE OF
NOTES.  Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Notes of any series
may take any action (including the making of any demand or request, the giving
of any notice, consent, or waiver or the taking of any other action) the fact
that at the time of taking any such action the holders of such specified
percentage have joined therein may be evidenced (A) by any instrument or any
number of instruments of similar tenor executed by holders in person or by agent
or proxy appointed in writing, or (B) by the record of the holders of Notes
voting in favor thereof at any meeting of holders duly called and held in
accordance with the provisions of this Article 12, or (C) by a combination of
such instrument or instruments and any such record of such a meeting of holders.

         SECTION 12.8 EXERCISE OF RIGHT OF TRUSTEE OR NOTEHOLDERS MAY NOT BE
HINDERED OR DELAYED BY CALL OF MEETING OF NOTEHOLDERS.  Nothing in this Article
12 contained shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of the Noteholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Noteholders under any of the provisions of this Indenture or of the Notes.


                                   ARTICLE 13

                            SUPPLEMENTAL INDENTURES

         SECTION 13.1 PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE EXECUTED
BY COMPANY AND TRUSTEE.  Without the consent of the holders of any Notes, the
Company, when authorized by a Certified Resolution of its Board of Directors,
and the Trustee may at any time and





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from time to time, enter into an indenture or indentures supplemental hereto,
in form satisfactory to the Trustee, for one or more of the following purposes:

                 (A)      To evidence the succession of another corporation to
         the Company, or successive successions, and the assumption by the
         successor corporation of the covenants, agreements and obligations of
         the Company pursuant to Article 9 hereof;

                 (B)      To add to the covenants of the Company such further
         covenants for the protection of the Noteholders, to insure the
         enforcement of the remedies of the Trustee and Noteholders upon an
         Event of Default by the Company, or to surrender any right or power
         herein conferred upon the Company as the Board of Directors shall
         consider to be necessary for the protection of the Noteholders, and to
         make the occurrence and continuance of a default under any of such
         additional covenants a Default permitting the enforcement of all or
         any of the several remedies provided in this Indenture; provided,
         however, that in respect of any such additional covenant, such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other Defaults) or may provide for an immediate
         enforcement of said remedy or remedies upon such default or may limit
         the remedies available to the Trustee upon such default or may
         authorize the holders of not less than a majority in aggregate
         principal amount of the Outstanding Notes to waive such default and
         prescribe limitations on such rights of waiver; or

                 (C)      To cure any ambiguity or to correct or supplement any
         provision contained in this Indenture which may be inconsistent with
         any other provision contained herein or in any supplemental indenture,
         or to make such other provisions in regard to matters or questions
         arising under this Indenture as shall not be inconsistent with the
         provisions and purposes of this Indenture, provided any such action
         shall not adversely affect the interest of the Noteholders.

         Nothing contained in this Article 13 shall affect or limit the right or
obligation of the Company to execute and deliver to the Trustee any instrument
of further assurance or other instrument which elsewhere in this Indenture it is
provided shall be delivered to the Trustee.

         The Trustee is hereby authorized and directed to join with the Company
in the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be herein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to enter into any such supplemental
indenture which, in its opinion, does not afford adequate protection to the
Trustee or adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise or adversely affects the interests of the
Noteholders.

         SECTION 13.2 MODIFICATION OF INDENTURE BY WRITTEN CONSENT OF
NOTEHOLDERS.  With the consent (evidenced as provided in Article 12) of the
holders of not less than a majority in





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<PAGE>   73

aggregate principal amount of the Outstanding Notes by Act of said holders
delivered to the Company and the Trustee, the Company (when authorized by a
Certified Resolution) and the Trustee at any time and from time to time, by
entering into an indenture or indentures supplemental hereto, may modify, alter,
add to or eliminate in any manner (with the approval of any governmental agency
if required by law) any provisions of this Indenture or the rights of the
Noteholders or the rights and obligations of the Company; provided, however,
that no such supplemental indenture shall, without the consent of the holder of
each Outstanding Note affected thereby:

                 (A)      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 the coin or
         currency in which, any Note or the interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such
         payment on or after the Stated Maturity thereof (or, in the case of
         redemption, on or after the Redemption Date), or impair the right to
         require redemption as set forth in Section 6.5, or

                 (B)      reduce the percentage(s) of the aggregate principal
         amount of Outstanding Notes, the consent of the holders of which is
         required for any such supplemental indenture, or the consent of whose
         holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain Defaults hereunder and their
         consequences) provided for in this Indenture, or

                 (C)      modify any of the provisions of this Section 13.2 or
         Section 7.16, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the holder of each Note affected
         thereby.

         Notes shall be deemed to be "affected" by a supplemental indenture, if
such supplemental indenture adversely affects or diminishes the rights of
holders thereof against the Company or against the property of the Company.
The Trustee may in the exercise of its discretion, subject to Section 10.2,
determine whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the holders of
all Notes, whether theretofore or thereafter authenticated and delivered
hereunder.

         It shall not be necessary for any Act of Noteholders under this
Section 13.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

         Any supplemental indenture authorized by the provisions of this Section
13.2 shall be executed by the Company and the Trustee in accordance with the
terms of Section 13.3.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 13.3, the Company
shall mail to the holders of the Notes at their last addresses as they shall
appear on the Note Register of the Company a notice setting forth in general
terms the substance of such supplemental indenture.  Any failure of the Company
to mail





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<PAGE>   74

such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

         SECTION 13.3 REQUIREMENTS FOR EXECUTION; DUTIES AND IMMUNITIES OF
TRUSTEE.  Prior to the execution of any supplemental indenture, the Trustee
shall receive a Company Request, accompanied by a Certified Resolution
authorizing the execution of any supplemental indenture pursuant to Section 13.1
or Section 13.2, and, if pursuant to Section 13.2, evidence filed with the
Trustee of the Act of Noteholders as aforesaid.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and subject to Section 10.2 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 and stating such other matters as
the Trustee may reasonably request.  The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's rights, duties or immunities under this Indenture or otherwise.

         SECTION 13.4 SUPPLEMENTAL INDENTURES PART OF INDENTURE.  Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article 13, this Indenture shall be, and shall be deemed to be, modified and
amended in accordance therewith and the respective rights, limitations, duties
and obligations under this Indenture of the Company, the Trustee and the
Noteholders, and each of them, shall thereafter be determined, exercised and
enforced hereunder, subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be, and shall be deemed to be, part of the terms and conditions of this
Indenture for any and all purposes, as if originally contained herein.

         SECTION 13.5 NOTES EXECUTED AFTER SUPPLEMENTAL INDENTURE TO BE APPROVED
BY TRUSTEE.  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article 13 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 and the Trustee shall so determine, new Notes modified so as to conform,
in the opinion of the Trustee and the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture, may
be prepared by the Company, authenticated by the Trustee and delivered without
expense to the holders of the Outstanding Notes, upon surrender of such Notes,
the new Notes so issued to be in an aggregate principal amount equal to the
aggregate principal amount of those so surrendered.

         SECTION 13.6 SUPPLEMENTAL INDENTURES REQUIRED TO COMPLY WITH TRUST
INDENTURE ACT OF 1939.  No supplemental indenture shall be entered into pursuant
to any authorization contained in this Indenture which shall not comply with the
provisions of the Trust Indenture Act of 1939 as then in effect.





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<PAGE>   75


                                   ARTICLE 14

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         SECTION 14.1 IMMUNITY OF CERTAIN PERSONS.  No recourse for the payment
of the principal of or interest on any Note, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company, contained in this Indenture or in any
supplemental indenture, or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or any successor corporation, either directly or through the Company or
any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the issue of the Notes.


                                   ARTICLE 15

                                 MISCELLANEOUS

         SECTION 15.1 BENEFITS RESTRICTED TO PARTIES AND TO HOLDERS OF NOTES.
Except as provided herein, nothing in this Indenture, expressed or implied, is
intended, or shall be construed, to confer upon, or to give to, any person other
than the parties hereto and the holders of the Notes Outstanding hereunder any
right, remedy, or claim under or by reason of this Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements contained in this Indenture by
and on behalf of the Company shall be for the sole and exclusive benefit of the
parties hereto, and of the holders of the Notes Outstanding hereunder.

         SECTION 15.2 DEPOSITS FOR NOTES NOT CLAIMED FOR SPECIFIED PERIOD TO BE
RETURNED TO COMPANY ON DEMAND.  Any moneys deposited with the Trustee or any
paying agent, or then held by the Company, in trust for the payment of the
principal of or interest on any Note and remaining unclaimed for six (6) years
after the date upon which the principal of or interest on such Notes shall have
become due and payable, shall be paid to the Company upon Company Request, or,
if then held by the Company, shall be discharged from such trust; and the holder
shall thereafter, as an unsecured general creditor, be entitled to look only to
the Company for payment thereof, and all liability of the Trustee or any paying
agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that, before being
required to make any such payment to the Company, the Trustee, or any paying
agent, may, at the expense of the Company, cause to be published once in a Daily
Newspaper in such areas as the Trustee, or any paying agent, as the case may be,
may deem necessary a notice that such moneys remain unclaimed





                                       65
<PAGE>   76

and that, after a date named in said notice, the balance of such moneys then
unclaimed will be returned to the Company.

         SECTION 15.3 FORMAL REQUIREMENTS OF CERTIFICATES AND OPINIONS
HEREUNDER.

                 (A)      Each certificate or opinion which is specifically
         required by the provisions of this Indenture to be delivered to the
         Trustee with respect to compliance with a condition or covenant herein
         contained shall include (1) a statement that each person signing such
         certificate or opinion has read such covenant or condition; (2) a
         brief statement as to the nature and scope of the examination or
         investigation upon which the statements or opinions contained in such
         certificate or opinions are based; (3) a statement that, in the
         opinion of each such person, he has made such examination or
         investigation as is necessary to enable him to express an informed
         opinion as to whether or not such covenant or condition has been
         complied with; and (4) a statement as to whether or not in the opinion
         of each such person such condition or covenant has been complied with.

                 (B)      Every request or Application by the Company for
         action by the Trustee shall be accompanied by an Officers' Certificate
         stating that all conditions precedent, if any, to such action,
         provided for in this Indenture (including any covenants compliance
         with which constitutes a condition precedent) have been complied with
         and an Opinion of Counsel stating that in the opinion of such counsel
         all conditions precedent, if any, to such action, provided for in this
         Indenture (including any covenants compliance with which constitutes a
         condition precedent) have been complied with, except that in the case
         of any such request or Application as to which the furnishing of such
         documents is specifically required by any provision of this Indenture
         relating to such particular request or Application, no additional
         certificate or opinion need be furnished.

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

         SECTION 15.4 EVIDENCE OF ACT OF THE NOTEHOLDERS.  Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company.  Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent, shall be sufficient for





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any purpose of this Indenture and (subject to Section 10.2) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.

         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 the certificate of any 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 an officer of a corporation or a member of
a partnership, on behalf of such corporation or partnership, or by a fiduciary,
such certificate or affidavit shall also constitute sufficient proof of his
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.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action by the holder of any Note shall bind every future holder to the
same Note and the holder of every Note issued upon the transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done 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 15.5 PARTIES TO INCLUDE SUCCESSORS AND ASSIGNS.  Subject to the
provisions of Articles 9 and 10 hereof, whenever in this Indenture any of the
parties hereto is named or referred to, such name or reference shall be deemed
to include the successors or assigns of such party, and all the covenants and
agreements in this Indenture contained by or on behalf of the Company or by or
on behalf of Trustee shall bind and insure to the benefit of the respective
successors and assigns of such parties whether so expressed or not.

         SECTION 15.6 IN EVENT OF CONFLICT WITH TRUST INDENTURE ACT OF 1939,
PROVISIONS THEREIN TO CONTROL.     If any provision of this Indenture limits,
qualifies, or conflicts with another provision of this Indenture required to be
included herein by any of the provisions of the Trust Indenture Act of 1939 such
required provision shall control.  Provisions required by said Trust Indenture
Act to be included herein which are not included herein are hereby incorporated
herein by reference to said Trust Indenture Act.

         SECTION 15.7 REQUEST, NOTICES, ETC. TO TRUSTEE OR COMPANY.  Any
request, demand, authorization, direction, notice, consent, waiver or Act of the
Noteholders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:

                 (A)      the Trustee by any Noteholder or by the Company shall
         be sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its main office, or

                 (B)      the Company by the Trustee or by any Noteholders
         shall be sufficient for every purpose hereunder (except as herein
         otherwise provided) if in writing and mailed, firstclass, postage
         prepaid, to the Company addressed to it at 570 Lake Cook Road, Suite
         126,





                                       67
<PAGE>   78

Deerfield, Illinois 60015 or at any other address previously furnished in
writing to the Trustee by the Company.

         SECTION 15.8 MANNER OF NOTICE.  Where this Indenture provides for
notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid, to each Noteholder affected by such event, at his
address as it appears on the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given.

         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 Noteholders shall be filed with the Trustee, but
such filing shall not be condition precedent to the validity of any action
taken in reliance upon such waiver.

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders 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 a
sufficient giving of such notice.

         SECTION 15.9 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 15.10  PAYMENTS DUE ON DAYS WHEN BANKS CLOSED.  In any case
where the date of any Interest Payment Date or Redemption Date, or the Stated
Maturity of any Note, or any date on which any Defaulted Interest is proposed
to be paid or any date on which any other payment is to be made or any action
is to be taken shall not be a business day, then (notwithstanding any other
provision of the Notes or this Indenture) payment of the principal of or
interest on, any Notes or other payment or action need not be made or taken on
such date, but may be made or taken on the next succeeding business day with
the same force and effect as if made on the nominal date of any such Interest
Payment Date or Redemption Date or Stated Maturity or date for the payment of
Defaulted Interest or date for any other payment or action, as the case may be,
and no interest shall accrue for the period from and after any such nominal
date.

         SECTION 15.11  BACKUP WITHHOLDING FORMS.  The Company shall provide
the Trustee with Backup Withholding Forms prescribed by the Internal Revenue
Service and shall indemnify the Trustee for any penalties, expenses, costs and
liabilities assessed against the Trustee for using improper forms.





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<PAGE>   79


         SECTION 15.12  TITLES OF ARTICLES OF THIS INDENTURE NOT PART THEREOF.
The titles of the several Articles of this Indenture and the table of contents
shall not be deemed to be any part hereof.

         SECTION 15.13  EXECUTION IN COUNTERPARTS.  This Indenture is being
executed in several counterparts, each of which shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

         SECTION 15.14  GOVERNING LAW.  This Indenture and each Note issued
hereunder shall be governed by the laws of the State of Illinois as to all
matters affecting the duties, liabilities, privileges, rights and obligations
of the Noteholders, the  Company and the Trustee and any agents of the
foregoing, including but not limited to, matters of validity, construction,
effect and performance.


                                   ARTICLE 16

                                 SUBORDINATION

         SECTION 16.1 AGREEMENT TO SUBORDINATE.  The Trustee, the Company and
each holder of a Note (the "Junior Lenders") hereby agree that the payment of
all obligations and indebtedness of the Company to the Junior Lenders pursuant
to this Indenture or the Notes is subordinated in right of payment to the extent
and in the manner provided herein to the prior payment in full of all
obligations and liabilities of the Company to holders of Senior Indebtedness,
whether now existing or hereafter arising, and that this subordination is for
the benefit of the holders of the Senior Indebtedness at present, or any future
holders of the Senior Indebtedness.

         SECTION 16.2 PERMITTED PAYMENTS.  The Trustee, the Company and the
Junior Lenders hereby agree that, until all Senior Indebtedness has been paid in
full, the Junior Lenders shall be permitted to retain only the following
payments of principal and interest paid by the Company in respect of the Notes
(all such payments being "Permitted Payments"), and all such payments that are
not Permitted Payments will be turned over by the Junior Lenders to the holders
of Senior Indebtedness or any agent therefor (a "Senior Agent") for benefit of
the Senior Lenders:

                 (i)      principal payments of the Notes, whether (A) at the
         Stated Maturity, or (B) on an Interest Reset Date, at the Company's
         option, as provided in Section 5.1 or at the option of one or more
         holders as provided in Section 6.1 or (C) as a result of death of one
         or more holders as provided in Section 6.2, or (D) as a result of the
         occurrence of a Special Redemption Event as provided in Section 6.5;
         provided that all such principal payments are subject to the
         restrictions set forth in Section 16.3 hereof; and

                 (ii)     payments of interest in respect to the Notes prior to
         the date on which the Senior Indebtedness is accelerated or the date
         on which any holder or holders of the Senior Indebtedness or Senior
         Agent exercises any judicial or non-judicial remedy with respect to
         any collateral securing such Senior Indebtedness.





                                       69
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         SECTION 16.3 RESTRICTED PRINCIPAL PAYMENTS.

         (a)     During the continuance of any event which, upon the occurrence
thereof, the passage or time or the giving of notice would constitute a default
or an event of default under any Senior Indebtedness (a "Senior Event of
Default"), the Company may not make any principal payments described in
subsections 16.2 (i)(A), or 16.2(i)(B), or 16.2(i)(D) to the Junior Lenders
until the first to occur of the following:

                 (i)      Such Senior Event of Default is cured, or

                 (ii)     Such Senior Event of Default is waived by the holders
         of such Senior Indebtedness, or

                 (iii) The expiration of 180 days after the commencement of
         such Senior Event of Default, if the maturity of such Senior
         Indebtedness has not been accelerated at such time or the holder or
         holders of the Senior Indebtedness or Senior Agent has not exercised
         any judicial or non-judicial remedy with respect to any collateral
         securing such Senior Indebtedness at such time, and the provisions of
         this Section 16 otherwise permit the payment at such time.

Upon payment in full of the Senior Indebtedness, payments of principal may be
made to the Junior Lenders.

         SECTION 16.4 LIQUIDATION; DISSOLUTION; BANKRUPTCY.  Upon a distribution
to creditors of the Company in a liquidation or dissolution of the Company or in
a bankruptcy, reorganization, insolvency, receivership, or similar proceeding
relating to the Company or its property or an assignment for the benefit of
creditors, or any marshalling of the Company's assets and liabilities;

         (a)     the holders of the Senior Indebtedness shall be entitled to
receive payment in full of all Senior Indebtedness before any Junior Lender
shall be entitled to receive any payment with respect to the Notes; and

         (b)     until all Senior Indebtedness is paid in full, any
distribution in respect to the Notes to which any Junior Lender will be
entitled but for this Section 16.4 shall be made to the holders of the Senior
Indebtedness.

         SECTION 16.5 RESTRICTIONS ON ACCELERATION OF NOTES.  Notwithstanding
anything contained in the Notes or in Section 7.3 hereof to the contrary, if any
Event of Default shall have occurred and is continuing and the Trustee shall
have given notice thereof to the Company, the Trustee shall give written notice
thereof to holders of Senior Indebtedness (or the Senior Agent therefor), and,
unless such Event of Default has arisen under subsection 7.1(B) hereof or such
Event of Default has arisen under subsection 7.1(A) hereof and the defaulted
payment giving rise to such Event of Default under subsection 7.1(A) is due to
the death of any holder of a Note, the Junior





                                       70
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Lenders may not accelerate the maturity of the Notes or exercise their other
remedies with respect to the Notes until the first to occur of the following:

                 (a)      The expiration of 180 days after the commencement of
         such Event of Default, or

                 (b)      The date on which the Senior Indebtedness is
         accelerated, or

                 (c)      The date on which any holder or holders of Senior
         Indebtedness or any Senior Agent exercises any judicial or non-
         judicial remedy with respect to any collateral securing the Senior
         Indebtedness;

provided that if such acceleration of the Senior Indebtedness is rescinded by
any holder or holders thereof or any Senior Agent, the Junior Lenders agree
promptly to rescind any acceleration then in effect hereunder if such
acceleration was effected at a time when the Senior Indebtedness had already
been accelerated unless such acceleration is otherwise permitted under this
Section 16.5.  Any exercise of remedies by the Trustee or Junior Lenders
hereunder will comply with the Junior Lenders' obligations under Section 16.7
below.

         SECTION 16.6 WHEN DISTRIBUTION MUST BE PAID OVER.  In the event that a
Junior Lender receives any payment on any of the Notes at the time when (i) such
Junior Lender has actual knowledge that such payment is prohibited hereunder, or
(ii) such payment would not be a Permitted Payment with respect to any Senior
Indebtedness, such payment shall be held by such Junior Lender in trust for the
benefit of, and shall be paid forthwith over and delivered to the holders of the
Senior Indebtedness or the Senior Agent therefor, for application to the payment
of obligations with respect to the Senior Indebtedness remaining unpaid to any
extent necessary to pay such obligations in full in accordance with their terms,
after giving effect to any concurrent payment or distribution to or for the
benefit of the holders of the Senior Indebtedness.

         SECTION 16.7 OVERLAPPING POWERS.  The Junior Lenders and Trustee
acknowledge that the holders of Senior Indebtedness and the Junior Lenders,
respectively, are entitled to exercise certain rights and powers with respect to
the Company from time to time, whether before or after occurrence of an Event of
Default, and the exercise of any such right or power by one creditor may
preclude the exercise of a similar power or right by one or more other creditors
(any such right or power being herein called an "Exclusive Power"). To the
extent that any holder or holders of Senior Indebtedness or any Senior Agent
actually exercises any Exclusive Power then the Trustee and Junior Lenders agree
to refrain from exercising any substantially similar Exclusive Power to the
extent necessary to permit the holders of Senior Indebtedness to benefit from
their actions.

         The Junior Lenders and the Trustee agree to promptly give to Senior
Agent written notice (a "Notice of Default") of the occurrence of any default
under the Notes or this Indenture and contemporaneous written notice of any
acceleration of maturity, demand for payment or similar action.





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<PAGE>   82

         SECTION 16.8  RELATIVE RIGHTS.  This Agreement defines the relative
rights of the holders of Senior Indebtedness and the Junior Lenders and the
holders of Senior Indebtedness and the Trustee, and nothing in this Agreement
shall

         (a)     impair, as between the Company and the Junior Lenders, the
Company and the Trustee and the Company and the holders of Senior Indebtedness,
the obligation of the Company, which is absolute and unconditional, to pay the
Notes and the Senior Indebtedness in accordance with their terms;

         (b)     affect the relative rights of the Junior Lenders, the Trustee,
the holders of Senior Indebtedness and creditors of the Company other than
holders of the Senior Indebtedness and the Notes; or

         (c)     prevent the Trustee or any Junior Lender from exercising their
available remedies upon an Event of Default, subject to Section 16.7 above or
the rights of the holders of the Senior Indebtedness to receive distributions
and payments otherwise payable to Junior Lenders.

         SECTION 16.9 SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.  No right of
the holders of any Senior Indebtedness to enforce their subordination of the
Notes shall be impaired by any act or failure to act by the Company, Trustee or
any Junior Lender or by the failure of the Company, Trustee or a Junior Lender
to comply with this Agreement.

         SECTION 16.10  REINSTATEMENT.  The provisions of this Article 16 shall
continue to be effective or reinstated, as the case may be, if at any time any
payment of the Senior Indebtedness is rescinded or unless returned by the
holder of the Senior Indebtedness or any such holder's agents upon the
insolvency, bankruptcy, or reorganization of the Company or otherwise, all as
though such payment had not been made.

         SECTION 16.11  SUBROGATION.  Subject to the payment in full of all
Senior Indebtedness, the holders of the Notes shall be subrogated to the rights
of the holders of such Senior Indebtedness to receive payments or distributions
of cash, property or securities of the Issuer applicable to such Senior
Indebtedness until all amounts owing on the Notes shall be paid in full, and,
as between the Company, its creditors other than holders of Senior
Indebtedness, and the holders of the Notes, no such payment or distribution
made to the holders of Senior Indebtedness by virtue of this Article 16 which
otherwise would not have been made to the holders of the Notes shall be deemed
to be a payment by the Company on account of the Senior Indebtedness, and no
such payments or distributions to the holders of the Notes of cash, property or
securities otherwise distributable to the holders of Senior Indebtedness shall,
as between the Company, its creditors other than the holders of Senior
Indebtedness, and the holders of the Notes, be deemed to be a payment by the
Company on account of the Notes, it being understood that the provisions of
this Article are and are intended solely for the purpose of defining the
relative rights of the holders of the Notes, on the one hand, and the holders
of Senior Indebtedness, on the other hand.





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<PAGE>   83

         IN WITNESS WHEREOF, FIRST MERCHANTS ACCEPTANCE CORPORATION has caused
its name to be hereunto affixed, and this instrument to be signed by its
President or any Vice President and its corporate seal to be affixed hereto,
and the same to be attested by its Secretary or an Assistant Secretary; and
LaSalle National Bank, in token of its acceptance of the trust hereby created,
has caused its corporate name to be hereunto affixed, and this instrument to be
signed and sealed by one of its Vice Presidents and its corporate seal to be
attested by its Secretary or by one of its Assistant Secretaries, as of the day
and year first written above.


                                           FIRST MERCHANTS ACCEPTANCE
                                           CORPORATION


ATTEST:                                    By:______________________________
                                              President or Vice President

__________________________
Assistant Secretary



                                           LASALLE NATIONAL BANK


ATTEST:                                    By:_______________________________
                                              Vice President


___________________________
Attesting Officer





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