<PAGE>   1
                                                                  EXHIBIT 4.05

                           CARAUSTAR INDUSTRIES, INC.

                                       TO

                              THE BANK OF NEW YORK,
                                     Trustee

                                    INDENTURE

                           Dated as of June 1, 1999





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<TABLE>
<CAPTION>

                                       TABLE OF CONTENTS

                                                                                             Page
<S>                   <C>                                                                    <C>
ARTICLE ONE   DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION.....................................................................    1
        Section 101.  Definitions..........................................................    1
        Section 102.  Compliance Certificates and Opinions.................................    8
        Section 103.  Form of Documents Delivered to Trustee...............................    9
        Section 104.  Acts of Holders; Record Dates........................................   10
        Section 105.  Notices, Etc., to Trustee and Company................................   12
        Section 106.  Notice to Holders; Waiver............................................   12
        Section 107.  Conflict with Trust Indenture Act....................................   12
        Section 108.  Effect of Headings and Table of Contents.............................   12
        Section 109.  Successors and Assigns...............................................   13
        Section 110.  Separability Clause..................................................   13
        Section 111.  Benefits of Indenture................................................   13
        Section 112.  Governing Law........................................................   13
        Section 113.  Legal Holidays.......................................................   13

ARTICLE TWO  SECURITY FORMS................................................................   13
        Section 201.  Forms Generally......................................................   13
        Section 202.  Form of Face of Security.............................................   14
        Section 203.  Form of Reverse of Security..........................................   16
        Section 204.  Additional Provisions Required in Global Security....................   21
        Section 205.  Form of Trustee's Certificate of Authentication......................   21

ARTICLE THREE  THE SECURITIES..............................................................   22
        Section 301.  Amount Unlimited; Issuable in Series.................................   22
        Section 302.  Denominations........................................................   25
        Section 303.  Execution, Authentication, Delivery and Dating.......................   25
        Section 304.  Temporary Securities.................................................   27
        Section 305.  Registration, Registration of Transfer and Exchange..................   27
        Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.....................   29
        Section 307.  Payment of Interest; Interest Rights Preserved; Optional Interest
                           Rate............................................................   30
        Section 308.  Optional Extension of Maturity.......................................   32
        Section 309.  Persons Deemed Owners................................................   33
        Section 310.  Cancellation.........................................................   33
        Section 311.  Computation of Interest..............................................   33
        Section 312.  CUSIP Numbers........................................................   34

ARTICLE FOUR  SATISFACTION AND DISCHARGE...................................................   34
        Section 401.  Satisfaction and Discharge of Indenture..............................   34
        Section 402.  Application of Trust Money; Indemnification..........................   35

ARTICLE FIVE  REMEDIES.....................................................................   36
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<TABLE>

<S>                   <C>                                                                   <C>
        Section 501.  Events of Default....................................................  36
        Section 502.  Acceleration of Maturity; Rescission and Annulment...................  38
        Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee......  39
        Section 504.  Trustee May File Proofs of Claim.....................................  40
        Section 505.  Trustee May Enforce Claims Without Possession of Securities..........  41
        Section 506.  Application of Money Collected.......................................  41
        Section 507.  Limitation on Suits..................................................  41
        Section 508.  Unconditional Right of Holders to Receive Principal, Premium and
                           Interest........................................................  42
        Section 509.  Restoration of Rights and Remedies...................................  42
        Section 510.  Rights and Remedies Cumulative.......................................  42
        Section 511.  Delay or Omission Not Waiver.........................................  42
        Section 512.  Control by Holders...................................................  42
        Section 513.  Waiver of Past Defaults..............................................  43
        Section 514.  Undertaking for Costs................................................  44
        Section 515.  Waiver of Usury, Stay or Extension Laws..............................  44

ARTICLE SIX  THE TRUSTEE...................................................................  44
        Section 601.  Certain Duties and Responsibilities..................................  44
        Section 602.  Notice of Defaults...................................................  45
        Section 603.  Certain Rights of Trustee............................................  46
        Section 604.  Not Responsible for Recitals or Issuance of Securities...............  47
        Section 605.  May Hold Securities..................................................  47
        Section 606.  Money Held in Trust..................................................  47
        Section 607.  Compensation and Reimbursement.......................................  47
        Section 608.  Disqualification; Conflicting Interests..............................  47
        Section 609.  Corporate Trustee Required; Eligibility..............................  48
        Section 610.  Resignation and Removal; Appointment of Successor....................  48
        Section 611.  Acceptance of Appointment by Successor...............................  49
        Section 612.  Merger, Conversion, Consolidation or Succession to Business..........  50
        Section 613.  Preferential Collection of Claims Against Company....................  50
        Section 614.  Appointment of Authenticating Agent..................................  51

ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND
                           COMPANY.........................................................  52
        Section 701.  Company to Furnish Trustee Names and Addresses of Holders............  52
        Section 702.  Preservation of Information; Communications to Holders...............  53
        Section 703.  Reports by Trustee...................................................  54
        Section 704.  Reports by Company...................................................  55

ARTICLE EIGHT  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
                           LEASE...........................................................  56
        Section 801.  Company May Consolidate, Etc., Only on Certain Terms.................  56
        Section 802.  Successor Substituted................................................  57

ARTICLE NINE  SUPPLEMENTAL INDENTURES......................................................  57
        Section 901.  Supplemental Indentures Without Consent of Holders...................  57
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<TABLE>

<S>                   <C>                                                                     <C>
        Section 902.  Supplemental Indentures with Consent of Holders......................   59
        Section 903.  Execution of Supplemental Indentures.................................   60
        Section 904.  Effect of Supplemental Indentures....................................   60
        Section 905.  Conformity with Trust Indenture Act..................................   61
        Section 906.  Reference in Securities to Supplemental Indentures...................   61

ARTICLE TEN  COVENANTS.....................................................................   61
        Section 1001.  Payment of Principal, Premium and Interest..........................   61
        Section 1002.  Maintenance of Office or Agency.....................................   61
        Section 1003.  Money for Securities Payments to Be Held in Trust...................   62
        Section 1004.  Statement by Officers as to Default.................................   63
        Section 1005.  Existence...........................................................   63
        Section 1006.  Maintenance of Properties...........................................   63
        Section 1007.  Payment of Taxes and Other Claims...................................   63
        Section 1008.  Limitations on Liens................................................   64
        Section 1009.  Limitations on Sale and Lease-Back..................................   65
        Section 1010.  Waiver of Certain Covenants.........................................   66
        Section 1011.  Applicability of Covenants..........................................   66
        Section 1012.  Calculation of Original Issue Discount..............................   66

ARTICLE ELEVEN  REDEMPTION OF SECURITIES...................................................   66
        Section 1101.  Applicability of Article............................................   66
        Section 1102.  Election to Redeem; Notice to Trustee...............................   66
        Section 1103.  Selection by Trustee of Securities to Be Redeemed...................   67
        Section 1104.  Notice of Redemption................................................   67
        Section 1105.  Deposit of Redemption Price.........................................   68
        Section 1106.  Securities Payable on Redemption Date...............................   68
        Section 1107.  Securities Redeemed in Part.........................................   68

ARTICLE TWELVE  SINKING FUNDS..............................................................   69
        Section 1201.  Applicability of Article............................................   69
        Section 1202.  Satisfaction of Sinking Fund Payments with Securities...............   69
        Section 1203.  Redemption of Securities for Sinking Fund...........................   69

ARTICLE THIRTEEN  REPAYMENT AT THE OPTION OF THE HOLDERS...................................   70
        Section 1301.  Applicability of Article............................................   70
        Section 1302.  Repayment of Securities.............................................   70
        Section 1303.  Exercise of Option..................................................   70
        Section 1304.  When Securities Presented for Repayment Become Due and
                           Payable.........................................................   70
        Section 1305.  Securities Repaid in Part...........................................   71

ARTICLE FOURTEEN  DEFEASANCE AND COVENANT DEFEASANCE.......................................   71
        Section 1401.  Company's Option to Effect Defeasance or Covenant
                           Defeasance......................................................   71
        Section 1402.  Defeasance and Discharge............................................   71
        Section 1403.  Covenant Defeasance.................................................   72
        Section 1404.  Conditions to Defeasance or Covenant Defeasance.....................   72
</TABLE>



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<TABLE>

        <S>            <C>                                                                    <C>
        Section 1405.  Acknowledgment of Discharge By Trustee..............................   74
        Section 1406.  Deposited Money and U.S. Government Obligations to Be Held
                           in Trust; Miscellaneous Provisions..............................   74
        Section 1407.  Reinstatement.......................................................   75
</TABLE>




                                        - iv -

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        INDENTURE, dated as of June 1, 1999, between Caraustar Industries, Inc.,
a corporation duly organized and existing under the laws of the State of North
Carolina (herein called the "Company"), having its principal office at 3100
Washington Street, Austell, Georgia 30001, and The Bank of New York, a New York
banking corporation, as Trustee (herein called the "Trustee").


                             RECITALS OF THE COMPANY

        The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

        All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

        Section 101. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

               (2) all other terms used herein which are defined in the Trust
        Indenture Act, either directly or by reference therein, have the
        meanings assigned to them therein;

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

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




<PAGE>   7



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

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

        "Attributable Debt", when used in connection with a sale and lease-back
transaction referred to herein shall mean, as of any particular time, the
aggregate of present values (discounted at a rate per annum equal to the average
interest borne by all Outstanding Securities determined on a weighted average
basis and compounded semi-annually) of the obligations of the Company or any
Subsidiary for net rental payments during the remaining term of the lease
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended). The term "net rental payments" under any
lease of any period shall mean the sum of the rental and other payments required
to be paid in such period by the lessee thereunder, not including, however, any
amounts required to be paid by such lessee (whether or not designated as rental
or additional rental) on account of maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges required to be
paid by such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
reconstruction, insurance, taxes, assessments, water rates or similar charges.

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

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

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

        "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

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



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

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

        "Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recently prepared consolidated balance sheet of the
Company and its Subsidiaries as of the end of a fiscal quarter of the Company,
prepared in accordance with generally accepted accounting principles, less (a)
all current liabilities as shown on such balance sheet and (b) intangible
assets. "Intangible assets" means the value (net of any applicable reserves), as
shown on or reflected in such balance sheet of: (i) all trade names, trademarks,
licenses, patents, copyrights and goodwill; (ii) organizational costs; and (iii)
deferred charges (other than prepaid items such as insurance, taxes, interest,
commissions, rents and similar items and tangible assets being amortized); but
in no event shall the term "intangible assets" include product development
costs.


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


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

        "Covenant Defeasance" has the meaning specified in Section 1403.

        "Defaulted Interest" has the meaning specified in Section 307.

        "Defeasance" has the meaning specified in Section 1402.

        "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such series by the Company
pursuant to Section 301, which Person shall be a clearing agency registered
under the Securities Exchange Act of 1934, as amended; and if at any time there
is more than one such Person, 'Depositary' as used with respect to the
Securities of any series shall mean the Depositary with respect to the
Securities of such series.

        "Domestic Subsidiary" means any Subsidiary (a) organized and existing
under the laws of the United States or any state, territory or possession
thereof, or the Commonwealth of Puerto Rico, (b) the operations of which are
substantially conducted in the United States or its territories or possessions,
or in the Commonwealth of Puerto Rico, or (c) a substantial portion of the
assets of which are located in the United States or its territories or
possessions, or in the Commonwealth of Puerto Rico. A "wholly owned Domestic
Subsidiary" is any Domestic Subsidiary of which all Outstanding securities
having the voting power to elect the Board of


                                        3

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Directors of such Domestic Subsidiary (irrespective of whether or not at the
time securities of any other class or classes of such Domestic Subsidiary shall
have or might have voting power by reason of the happening of any contingency)
are at the time directly or indirectly owned or controlled by the Company, or by
one or more wholly owned Domestic Subsidiaries, or by the Company and one or
more wholly owned Domestic Subsidiaries.

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

        "Expiration Date" has the meaning specified in Section 104.

        "Foreign Currency" means a currency or cash issued by the government of
any country other than the United States of America or units based on or
relating to such currencies (including European Currency Units) (such units,
including European Currency Units, being hereinafter referred to as 'composite
currencies' or 'basket currencies').

        "Foreign Government Securities" means, with respect to Securities of any
series that are denominated in a Foreign Currency, noncallable (i) direct
obligations of the government that issued such Foreign Currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of such government, the payment of which obligations is unconditionally
guaranteed as a full faith and credit obligation of such government.

        "Funded Indebtedness" means any Indebtedness maturing by its terms more
than one year from the date of the determination thereof, including any
Indebtedness renewable or extendible at the option of the obligor to a date
later than one year from the date of the determination thereof.

        "Global Security" or "Global Securities" means a Security or Securities,
as the case may be, in the form prescribed in Section 204 evidencing all or part
of a series of Securities, issued to the Depositary for such series or its
nominee, and registered in the name of such Depositary or nominee.

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

        "Indebtedness" means (i) all obligations for borrowed money, (ii) all
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations in respect of letters of credit or bankers acceptances or
similar instruments (or reimbursement obligations with respect thereto), (iv)
all obligations to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, (v)
all obligations as lessee which are capitalized in accordance with generally
accepted accounting principles, and (vi) all Indebtedness of others guaranteed
by the Company or any of its subsidiaries or for which the Company or any of its
subsidiaries is otherwise responsible or liable (whether by agreement to
purchase indebtedness of, or to supply funds or to invest in, others).



                                        4

<PAGE>   10



        "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

        "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

        "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

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

        "Notice of Default" means a written notice of the kind specified in
Section 501(4).

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

        "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

        "Optional Reset Date" has the meaning specified in Section 307(b).

        "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

        "Original Stated Maturity" has the meaning specified in Section 308.

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

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

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


                                        5

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               (iii) Securities which have been paid pursuant to Section 306 or
        in exchange for or in lieu of which other Securities have been
        authenticated and delivered pursuant to this Indenture, other than any
        such Securities in respect of which there shall have been presented to
        the Trustee proof satisfactory to it that such Securities are held by a
        bona fide purchaser in whose hands such Securities are valid obligations
        of the Company; provided, however, that in determining whether the
        Holders of the requisite principal amount of the Outstanding Securities
        have given any request, demand, authorization, direction, notice,
        consent or waiver hereunder, as of any date (i) the principal amount of
        an Original Issue Discount Security that shall be deemed to be
        Outstanding shall be the amount of the principal thereof that would be
        due and payable as of the date of such determination upon acceleration
        of the Maturity thereof to such date, pursuant to Section 502, (ii) if,
        as of such date, the principal amount payable at the Stated Maturity of
        a Security is not determinable (for example, because it is based on an
        index), the principal amount of such Security deemed to be outstanding
        as of such date will be an amount determined in the manner prescribed
        for such Security, (iii) the principal amount of a Security denominated
        in one or more Foreign Currencies or currency units shall be the U.S.
        dollar equivalent, determined in the manner provided as contemplated by
        Section 301 on the date of original issuance of such Security, of the
        principal amount (or, in the case of a Security described in clause (i)
        or (ii) above, the U.S. dollar equivalent of the amount determined as
        provided in such clause above) of such Security, and (iv) Securities
        owned by the Company or any other obligor upon the Securities or any
        Affiliate of the Company or of such other obligor shall be disregarded
        and deemed not to be Outstanding, except that, in determining whether
        the Trustee shall be protected in relying upon any such request, demand,
        authorization, direction, notice, consent or waiver, only Securities
        which a Responsible Officer of the Trustee actually knows to be so owned
        shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or
        any other obligor upon the Securities or any Affiliate of the Company or
        of such other obligor; and


               (iv) Securities as to which Defeasance has been effected pursuant
        to Section 1402.

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

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

        "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.



                                        6

<PAGE>   12



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

        "Principal Property" means any mill, manufacturing plant, building,
structure or other facility (together with the land on which it is erected and
improvements and fixtures comprising a part thereof) or other real property
interest located in the United States (all such facilities or interests forming
an integral part of a single development or operation being considered as one
interest), owned or leased and having a gross book value as of the date of its
determination in excess of 1% of Consolidated Net Tangible Assets, other than a
facility or portion thereof (i) financed by means of industrial revenue bonds or
(ii) which, as determined in good faith by resolution of the Board of Directors
of the Company, is not of material importance to the total business conducted by
the Company and its Subsidiaries taken as a whole.

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

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

        "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

        "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

        "Reset Notice" has the meaning specified in Section 307(b).


        "Responsible Officer", when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee, including any vice
president, any secretary, any assistant secretary, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.


        "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

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



                                        7

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

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

        "Subsequent Interest Period" has the meaning specified in Section
307(b).

        "Subsidiary" means any corporation, association or other entity of which
at least a majority of Outstanding securities have the voting power to elect a
majority of the Board of Directors of such entity (irrespective of whether or
not at the time securities of any other class or classes of such entity shall
have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by the Company, or by
one or more of the Subsidiaries, or by the Company and one or more Subsidiaries.

        "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person, "Trustee" as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.

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

        "U.S. Government Obligations" has the meaning specified in Section 1404.

        "United States" means the United States of America excluding its
territories and possessions, but including the Commonwealth of Puerto Rico.

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

        "Yield to Maturity" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with
generally accepted United States bond yield computation principles.

        Section 102. Compliance Certificates and Opinions. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such


                                        8

<PAGE>   14



conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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

        Section 103. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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



                                        9

<PAGE>   15



        Section 104. Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

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

        (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action, or to
vote on any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first
solicitation of a Holder of Securities of such series made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 701) prior to such first solicitation or vote, as the case
may be. Notwithstanding the foregoing, the Company may not set a record date
for, and the provisions of this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date,
and no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such


                                       10

<PAGE>   16



record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.

        (d) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

        (e) With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
shall be later than the 180th day after the applicable record date.

        (f) Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

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


                                       11

<PAGE>   17


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

        Section 105. Notices, Etc., to Trustee and Company. Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,


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


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

        Section 106. Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

        Section 107. Conflict with Trust Indenture Act. If any provision of this
Indenture limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Indenture,
the latter provision shall control. If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

        Section 108. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



                                       12

<PAGE>   18



        Section 109. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

        Section 110. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

        Section 111. Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

        Section 112. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

        Section 113. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business
Day at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of the Securities of any
series which specifically states that such provision shall apply in lieu of this
Section)) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.


                                   ARTICLE TWO

                                 SECURITY FORMS

        Section 201. Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with applicable tax laws or the rules of any securities exchange or automated
quotation system on which the Securities of such series may be listed or traded
or the Depositary therefor or as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.


                                       13

<PAGE>   19




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

        Section 202. Form of Face of Security. (If applicable, insert the
following legend, or such other legend as may be required by the Internal
Revenue Code or the regulations thereunder:

        FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
ON THIS SECURITY IS ____% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS
___________, 19__ [,] [AND] THE YIELD TO MATURITY IS _____% [, THE METHOD USED
TO DETERMINE THE YIELD IS _______________ AND THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF ____________, 19__ TO
______________________, 19__ IS ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]


                           CARAUSTAR INDUSTRIES, INC.
                               (Title of Security)
No. _____                                                     $_______________
                                                               CUSIP NO.______

        Caraustar Industries, Inc., a corporation duly organized and existing
under the laws of the State of North Carolina (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of ____________ Dollars on
__________________ [if the Security is to bear interest prior to Maturity,
insert --, and to pay interest thereon from ______________ or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on __________ and ____________ in each year, commencing
____________, at the rate of ___% per annum, until the principal hereof is paid
or made available for payment [if applicable, insert --, and (to the extent that
the payment of such interest shall be legally enforceable) at the rate of ___%
per annum on any overdue principal and premium and on any overdue installment of
interest] [if applicable, insert --, provided that any principal and premium,
and any such installment of interest, which is overdue shall bear interest at
the rate of _____% per annum (to the extent permitted by applicable law), from
the dates such amounts are due until they are paid or made available for
payment, and such interest shall be payable on demand]. [If applicable, insert
-- The amount of interest payable for any period shall be computed on the basis
of twelve 30-day months and a 360-day year. The amount of interest payable for
any partial period shall be computed on the basis of a 360-day year of twelve
30-day months and the days elapsed in any partial month. In the event that any
date on which interest is payable on this Security is not a Business Day, then a
payment of the interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay) with the same force and effect as if made on the date
the payment was originally payable. A


                                       14

<PAGE>   20



"Business Day" shall mean, when used with respect to any Place of Payment, each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.]. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the _____________ or ____________
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Securities of
this series may be listed or traded, and upon such notice as may be required by
such exchange or automated quotation system, all as more fully provided in said
Indenture).

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


        Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert --;
provided, however, that at the option of the Company payment of interest may be
made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated in writing prior to the Regular Record Date by the Person entitled
thereto as specified in the Security Register].


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

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


                                       15

<PAGE>   21




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


                                            CARAUSTAR INDUSTRIES, INC.



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

                                            By
                                              ---------------------------------
Attest:


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


        Section 203. Form of Reverse of Security. This Security is one of a duly
authorized issue of securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture, dated as of
_____________ (herein called the "Indenture", which term shall have the meaning
assigned to it in such instrument), between the Company and _____________, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [if applicable, insert -- limited in aggregate
principal amount to $___________].

        [If applicable, insert -- The Securities of this series are subject to
redemption.]

        [If applicable, insert -- The interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) on this Security
may be reset by the Company on ____________ (each an "Optional Reset Date"). The
Company may exercise such option with respect to this Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to an
Optional Reset Date for this Security. Not later than 40 days prior to each
Optional Reset Date, the Trustee shall transmit, in the manner provided for in
Section 106 of the Indenture, to the Holder of this Security a notice (the
"Reset Notice") indicating whether the Company has elected to reset the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable), and if so (i) such new interest rate (or such new spread or
spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity of this Security (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.

        Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable)


                                       16

<PAGE>   22



that is higher than the interest rate (or the spread or spread multiplier, if
applicable) provided for in the Reset Notice, for the Subsequent Interest Period
by causing the Trustee to transmit, in the manner provided for in Section 106 of
the Indenture, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of this Security. Such notice
shall be irrevocable. All Securities of this series with respect to which the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) is reset on an Optional Reset Date, and with
respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable).

        The Holder of this Security will have the option to elect repayment by
the Company of the principal of this Security on each Optional Reset Date at a
price equal to the principal amount hereof plus interest accrued to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth in Article Thirteen of the Indenture
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered this
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.]

        [If applicable, insert -- The Stated Maturity of this Security may be
extended at the option of the Company for _______________ (each an "Extension
Period") up to but not beyond ____________ (the "Final Maturity"). The Company
may exercise such option with respect to this Security by notifying the Trustee
of such exercise at least 50 but not more than 60 days prior to the Stated
Maturity of this Security in effect prior to the exercise of such option (the
"Original Stated Maturity"). If the Company exercises such option, the Trustee
shall transmit, in the manner provided for in Section 106 of the Indenture, to
the Holder of this Security not later than 40 days prior to the Original Stated
Maturity a notice (the "Extension Notice") indicating (i) the election of the
Company to extend the Maturity, (ii) the new Stated Maturity, (iii) the interest
rate applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of this Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, this Security will have the same terms as prior to the
transmittal of such Extension Notice.

        Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of this Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of this Security. Such notice shall be irrevocable.
All Securities of this series with respect to which the Stated Maturity is
extended will bear such higher interest rate.

        If the Company extends the Maturity of this Security, the Holder will
have the option to elect repayment of this Security by the Company on the
Original Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity hereof, the Holder


                                       17

<PAGE>   23



hereof must follow the procedures set forth in Article Thirteen of the Indenture
for repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered this
Security for repayment pursuant to an Extension Notice, the Holder may, by
written notice to the Trustee, revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.]

        [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ___________ in any year commencing with the year _____________ and ending
with the year __________ through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2)] at any
time [if applicable insert -- on or after ______________, 19__], as a whole or
in part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [on or before
_________________, ___%, and if redeemed] during the 12-month period beginning
_____________ of the years indicated,

<TABLE>
<CAPTION>

                               Redemption                                        Redemption
        Year                     Price                   Year                      Price
        ----                     -----                   ----                      -----

        <S>                    <C>                       <C>                     <C>


</TABLE>

and thereafter at a Redemption Price equal to ______% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

        [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ___________ in any
year commencing with the year _______ and ending with the year ________ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time (on or
after _____________), as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning ____________ of
the years indicated,

<TABLE>
<CAPTION>

                                   Redemption Price                  Redemption Price For
                                    For Redemption                   Redemption Otherwise
                                   Through Operation                Than Through Operation
        Year                      of the Sinking Fund                 of the Sinking Fund
        ----                      -------------------                 -------------------
        <S>                       <C>                               <C>





</TABLE>


                                       18

<PAGE>   24





and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

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

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

        [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

        [If the Security is not an Original Issue Discount Security, insert --If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

        [The Indenture contains provisions for Defeasance at any time of [the
entire indebtedness of this Security] [or] [certain restrictive covenants and
Events of Default with respect to this Security] [, in each case] upon
compliance with certain conditions set forth in the Indenture.]

        [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, [the] [an amount of] principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]



                                       19

<PAGE>   25


        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

        As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee
in its reasonable judgment, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

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

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.



                                              20

<PAGE>   26


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

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

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

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

        THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

        Section 204. Additional Provisions Required in Global Security. Any
Global Security issued hereunder shall, in addition to the provisions contained
in Sections 202 and 203, bear a legend in substantially the following form:

               "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
        INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
        DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE
        FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
        DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
        THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
        DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
        DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY."

        Section 205. Form of Trustee's Certificate of Authentication. The
Trustee's certificates of authentication shall be in substantially the following
form:

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

Dated:____________                       THE BANK OF NEW YORK,
                                                                   , As Trustee
                                         --------------------------



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





                                       21

<PAGE>   27




                                  ARTICLE THREE

                                 THE SECURITIES

        Section 301. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

        The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate or
in a Company Order, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series or in a Company Order,

               (1) the title and designation of the Securities of the series
        (which shall distinguish the Securities of the series from Securities of
        any other series);

               (2) any limit upon the aggregate principal amount of the
        Securities of the series which may be authenticated and delivered under
        this Indenture (except for Securities authenticated and delivered upon
        registration of transfer of, or in exchange for, or in lieu of, other
        Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
        and except for any Securities which, pursuant to Section 303, are deemed
        never to have been authenticated and delivered hereunder); provided,
        however, that the authorized aggregate principal amount of such series
        may be increased above such amount by a Board Resolution to such effect;

               (3) the Person to whom any interest on a Security of the series
        shall be payable, if other than the Person in whose name that Security
        (or one or more Predecessor Securities) is registered at the close of
        business on the Regular Record Date for such interest;

               (4) the date or dates on which the principal of the Securities of
        the series is payable, or the method by which such date or dates shall
        be determined or extended;

               (5) the rate or rates at which the Securities of the series shall
        bear interest, if any, or the method by which such rate or rates shall
        be determined, the date or dates from which such interest shall accrue,
        or the method by which such date or dates shall be determined, the
        Interest Payment Dates on which any such interest shall be payable and
        the Regular Record Date for any interest payable on any Interest Payment
        Date, or the method by which such date or dates shall be determined, and
        the basis upon which interest shall be calculated if other than that of
        a 360-day year of twelve 30-day months;

               (6) the place or places where the principal of and any premium
        and interest on Securities of the series shall be payable, the place or
        places where the Securities of such series may be presented for
        registration of transfer or exchange, and the place or places where
        notices and demands to or upon the Company in respect of the Securities
        of such series may be made;



                                       22

<PAGE>   28



               (7) the period or periods within or the date or dates on which,
        the price or prices at which and the terms and conditions upon which
        Securities of the series may be redeemed, in whole or in part, at the
        option of the Company and, if other than by a Board Resolution, the
        manner in which any election by the Company to redeem the Securities
        shall be evidenced;

               (8) the obligation or the right, if any, of the Company to redeem
        or purchase any Securities of the series pursuant to any sinking fund,
        amortization or analogous provisions or at the option of a Holder
        thereof and the period or periods within which, the price or prices at
        which, the currency or currencies (including currency unit or units) in
        which and the terms and conditions upon which Securities of the series
        shall be redeemed or purchased, in whole or in part, pursuant to such
        obligation;

               (9) if other than denominations of $1,000 and any integral
        multiple thereof, the denominations in which Securities of the series
        shall be issuable;

               (10) the currency, currencies or currency units in which payment
        of the principal of and any premium and interest on any Securities of
        the series shall be payable if other than the currency of the United
        States of America and the manner of determining the equivalent thereof
        in the currency of the United States of America for purposes of the
        definition of "Outstanding" in Section 101;

               (11) if the amount of payments of principal of or any premium or
        interest on any Securities of the series may be determined with
        reference to an index or pursuant to a formula (including by reference
        to currency or interest rates), the manner in which such amounts shall
        be determined;

               (12) if the principal of or any premium or interest on any
        Securities of the series is to be payable, at the election of the
        Company or a Holder thereof, in one or more currencies or currency units
        other than that or those in which the Securities are stated to be
        payable, the currency, currencies or currency units in which payment of
        the principal of and any premium and interest on Securities of such
        series as to which such election is made shall be payable, the period or
        the periods within or the date or dates on which and the terms and
        conditions upon which such election is to be made and the amount so
        payable (or the manner in which such amount shall be determined);

               (13) the percentage of the principal amount at which such
        Securities will be issued and, if other than the principal amount
        thereof, the portion of the principal amount of Securities of the series
        which shall be payable upon declaration of acceleration of the Maturity
        thereof pursuant to Section 502 or the method by which such portion
        shall be determined;

               (14) if the principal amount payable at the Stated Maturity of
        any Securities of the series will not be determinable as of any one or
        more dates prior to the Stated Maturity, the amount which shall be
        deemed to be the principal amount of such Securities as of any such date
        for any purpose thereunder or hereunder, including the principal amount
        thereof which shall be due and payable upon any Maturity other than


                                       23

<PAGE>   29



        the Stated Maturity or which shall be deemed to be Outstanding as of any
        date prior to the Stated Maturity (or, in any such case, the manner in
        which such amount deemed to be the principal amount shall be
        determined);

               (15) if applicable, that the Securities of the series, in whole
        or any specified part, shall not be defeasible or shall be defeasible in
        a manner varying from Section 1402 and Section 1403 and, if other than
        by a Board Resolution, the manner in which any election by the Company
        to defease such Securities shall be evidenced;

               (16) whether the Securities of the series, or any portion
        thereof, shall initially be issuable in the form of a temporary Global
        Security representing all or such portion of the Securities of such
        series and provisions for the exchange of such temporary Global Security
        for definitive Securities of such series;

               (17) if applicable, that any Securities of the series, or any
        portion thereof, shall be issuable in whole or in part in the form of
        one or more Global Securities and, in such case, the respective
        Depositaries for such Global Securities, the form of any legend or
        legends which shall be borne by any such Global Security in addition to
        or in lieu of that set forth in Section 204 and any circumstances in
        addition to or in lieu of those set forth in Clause (2) of the last
        paragraph of Section 305 in which any such Global Security may be
        exchanged in whole or in part for Securities registered, and any
        transfer of such Global Security in whole or in part may be registered,
        in the name or names of Persons other than the Depositary for such
        Global Security or a nominee thereof;

               (18) whether Article Fourteen shall apply to the Securities of
        such series; and

               (19) if applicable, that the Securities of the series, in whole
        or any specified part, shall be subject to the optional interest reset
        provisions of Section 307(b);

               (20) if applicable, that the Securities of the series, in whole
        or any specified part, shall be subject to the optional extension of
        maturity provisions of Section 308;

               (21) any addition to or change in the Events of Default which
        applies to any Securities of the series and any change in the right of
        the Trustee or the requisite Holders of such Securities to declare the
        principal amount thereof due and payable pursuant to Section 502;

               (22) any addition to or change in the covenants set forth in
        Article Ten which applies to Securities of the series;

               (23) the additions or changes, if any, to this Indenture with
        respect to the Securities of such series as shall be necessary to permit
        or facilitate the issuance of the Securities of such series in bearer
        form, registrable or not registrable as to principal, and with or
        without interest coupons;

               (24) the appointment of any Paying Agent or Agents for the
        Securities of such series;


                                       24

<PAGE>   30




               (25) the terms of any right to convert or exchange Securities of
        such series into any other securities or property of the Company, and
        the additions or changes, if any, to this Indenture with respect to the
        Securities of such series to permit or facilitate such conversion or
        exchange;

               (26) the terms and conditions, if any, pursuant to which the
        Securities of the series are secured;

               (27) any restriction or condition on the transferability of the
        Securities of such series; and

               (28) any other terms of the Securities of such series (which
        terms shall not be inconsistent with the provisions of this Indenture,
        except as permitted by Section 901(5)).

        All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided herein or in or
pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

        If any of the terms of the Securities of such series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Company Order setting forth the terms of the series.

        Section 302. Denominations. The Securities of each series shall be
issuable only in registered form without coupons and only in such denominations
as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple
thereof.

        Section 303. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its Chief Executive Officer, its
President or one of its Vice Presidents. The signature of any of these officers
on the Securities may be manual or facsimile.

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

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any Series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or


                                       25

<PAGE>   31



pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

               (a) if the form of such Securities has been established by or
        pursuant to Board Resolution as permitted by Section 201, that such form
        has been established in conformity with the provisions of this
        Indenture;

               (b) if the terms of such Securities have been established by or
        pursuant to Board Resolution as permitted by Section 301, that such
        terms have been established in conformity with the provisions of this
        Indenture; and

               (c) that such Securities, when authenticated and delivered by the
        Trustee and issued by the Company in the manner and subject to any
        conditions specified in such Opinion of Counsel, will constitute valid
        and legally binding obligations of the Company enforceable in accordance
        with their terms, subject to bankruptcy, insolvency, fraudulent
        transfer, reorganization, moratorium and similar laws of general
        applicability relating to or affecting creditors' rights and to general
        equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

        Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate or Company
Order otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued.

        Each Security shall be dated the date of its authentication.

        No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 310, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.



                                       26

<PAGE>   32



        Section 304. Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities of such
series in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

        If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor. Until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

        Section 305. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided. If any indenture supplemental hereto refers to
any transfer agents (in addition to the Security Registrar) initially designated
by the Company with respect to any series of Securities, the Company may at any
time rescind the designation of any such transfer agent or approve a change in
the location through which any such transfer agent acts, provided that the
Company maintains a transfer agent in each Place of Payment for such series. The
Company may at any time designate additional transfer agents with respect to any
series of Securities.

        Upon surrender for registration of transfer of any Security of any
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.

        At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.



                                       27

<PAGE>   33



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

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

        No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

        Neither the Trustee nor the Company shall be required, pursuant to the
provisions of this Section, (A) to issue, register the transfer of or exchange
any Securities of any series (or of any series and specified tenor, as the case
may be) during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of any such Securities selected for
redemption under Section 1103 and ending at the close of business on the day of
such mailing, or (B) to register the transfer of or exchange any Security so
selected for redemption, in whole or in part, except, in the case of any
Security to be redeemed in part, any portion not to be redeemed.

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

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

               (2) Notwithstanding any other provision in this Indenture, no
        Global Security may be exchanged in whole or in part for Securities
        registered, and no transfer of a Global Security in whole or in part may
        be registered, in the name of any Person other than the Depositary for
        such Global Security or a nominee thereof unless (A) such Depositary (i)
        has notified the Company that it is unwilling or unable to continue as
        Depositary for such Global Security or (ii) at any time has ceased to be
        a clearing agency registered under the Exchange Act of 1934, as amended,
        in each case, unless the Company has approved a successor Depositary
        within 90 days, (B) there shall have occurred and be continuing an Event
        of Default with respect to the Securities, (C) the Company in its sole
        discretion determines that such Global Security will be so exchangeable
        or transferable or (D) there shall exist such circumstances, if any, in
        addition to or in lieu of the foregoing as have been specified for this
        purpose as contemplated by Section 301.



                                       28

<PAGE>   34



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

               (4) Every Security authenticated and delivered upon registration
        of transfer of, or in exchange for or in lieu of, a Global Security or
        any portion thereof, whether pursuant to this Section, Section 304, 306,
        906 or 1107 or otherwise, shall be authenticated and delivered in the
        form of, and shall be, a Global Security, unless such Security is
        registered in the name of a Person other than the Depositary for such
        Global Security or a nominee thereof.

        Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

        If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding. If, after the delivery of such new Security,
a bona fide purchaser of the original Security in lieu of which such new
Security was issued presents for payment or registration such original Security,
the Trustee shall be entitled to recover such new Security from the party to
whom it was delivered or any party taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Company and the Trustee in connection therewith.

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

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

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



                                       29

<PAGE>   35



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

        Section 307. Payment of Interest; Interest Rights Preserved; Optional
Interest Rate.

        (a) Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the
Stated Maturity of the principal of a Security shall be paid to the Person to
whom principal is paid. The initial payment of interest on any Security of any
series which is issued between a Regular Record Date and the related Interest
Payment Date shall be payable as provided in such Security or in the Board
Resolution pursuant to Section 301 with respect to the related series of
Securities. Except in the case of a Global Security, at the option of the
Company, interest on any series of Securities may be paid (i) by check mailed to
the address of the Person entitled thereto as it shall appear on the Security
Register of such series or (ii) by wire transfer in immediately available funds
at such place and to such account as designated in writing by the Person
entitled thereto as specified in the Security Register of such series.

        Any Paying Agents will be identified in a supplemental indenture hereto.
The Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent; however, the Company at all times will be
required to maintain a Paying Agent in each Place of Payment for each series of
Securities.

        Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, any interest on any Security of any series which is
payable, but is not timely paid, punctually paid or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable to the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in Clause (1) or (2) below:

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


                                       30

<PAGE>   36



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

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

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

        (b) The provisions of this Section 307(b) may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) on any Security of such series may be reset by the Company on the
date or dates specified on the face of such Security (each an "Optional Reset
Date"). The Company may exercise such option with respect to such Security by
notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to an Optional Reset Date for such Security. Not later than 40 days prior
to each Optional Reset Date, the Trustee shall transmit, in the manner provided
for in Section 106, to the Holder of any such Security a notice (the "Reset
Notice") indicating whether the Company has elected to reset the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable), and if so (i) such new interest rate (or such new spread or spread
multiplier, if applicable) and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Stated Maturity of such
Security (each such period a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period.

        Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an


                                       31

<PAGE>   37



interest rate (or a spread or spread multiplier used to calculate such interest
rate, if applicable) that is higher than the interest rate (or the spread or
spread multiplier, if applicable) provided for in the Reset Notice, for the
Subsequent Interest Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate (or such higher
spread or spread multiplier, if applicable) to the Holder of such Security. Such
notice shall be irrevocable. All Securities with respect to which the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

        The Holder of any such Security will have the option to elect repayment
by the Company of the principal of such Security on each Optional Reset Date at
a price equal to the principal amount thereof plus interest accrued to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth in Article Thirteen for repayment at
the option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to the
Trustee, revoke such tender or repayment until the close of business on the
tenth day before such Optional Reset Date.

        Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

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

        Section 308. Optional Extension of Maturity. The provisions of this
Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any Security of
such series may be extended at the option of the Company for the period or
periods specified on the face of such Security (each an "Extension Period") up
to but not beyond the date (the "Final Maturity") set forth on the face of such
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 50 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Company exercises such
option, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of such Security not later than 40 days prior to the Original
Stated Maturity a notice (the "Extension Notice") indicating (i) the election of
the Company to extend the Maturity, (ii) the new Stated Maturity, (iii) the
interest rate applicable to the Extension Period and (iv) the provisions, if
any, for redemption during such Extension Period. Upon the Trustee's transmittal
of the Extension Notice, the Stated Maturity of such Security shall be extended
automatically


                                       32

<PAGE>   38



and, except as modified by the Extension Notice and as described in the next
paragraph, such Security will have the same terms as prior to the transmittal of
such Extension Notice.

        Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

        If the Company extends the Maturity of any Security, the Holder will
have the option to elect repayment of such Security by the Company on the
Original Stated Maturity at a price equal to the principal amount thereof, plus
interest accrued to such date. In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may, by written notice to
the Trustee, revoke such tender for repayment until the close of business on the
tenth day before the Original Stated Maturity.

        Section 309. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.


        Section 310. Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in its customary manner, and the Trustee shall furnish the Company a
certificate with respect to such disposition.


        Section 311. Computation of Interest. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months and interest on the Securities of each series for any
partial period shall be computed on the basis of a 360-day year of twelve 30-day
months and the number of days elapsed in any partial month.



                                       33

<PAGE>   39



        Section 312. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee in writing of any change in "CUSIP" numbers.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

        Section 401. Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

               (1)    either

                      (A) all Securities theretofore authenticated and delivered
               (other than (i) Securities which have been destroyed, lost or
               stolen and which have been replaced or paid as provided in
               Section 306 and (ii) Securities for whose payment money has
               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 1003) have
               been delivered to the Trustee for cancellation; or

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

                             (i)  have become due and payable, or

                             (ii) will become due and payable at their Stated
                      Maturity within one year of the date of deposit,

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

                             (iv) are deemed paid and discharged pursuant to
                      Article Fourteen, as applicable,



                                       34

<PAGE>   40



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

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

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


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


        Section 402. Application of Trust Money; Indemnification. (a) Subject to
provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401, all money and U.S. Government Obligations or
Foreign Government Securities deposited with the Trustee pursuant to Article
Fourteen and all money received by the Trustee in respect of U.S. Government
Obligations or Foreign Government Securities deposited with the Trustee pursuant
to Article Fourteen, shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest for whose payment such money has been
deposited with the Trustee or to make mandatory sinking fund payments or
analogous payments as contemplated by Article Fourteen.

        (b) The Company shall pay and shall indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against U.S. Government
Obligations or Foreign Government Securities deposited pursuant to Article
Fourteen, or the interest and principal received in respect of such obligations,
other than any payable by or on behalf of Holders.

        (c) The Trustee shall deliver or pay to the Company from time to time
upon Company Request any U.S. Government Obligations or Foreign Government
Securities or money held by it as provided in Article Fourteen which, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such Obligations or Foreign
Government Securities or money were deposited or received. This provision shall
not authorize the sale by the Trustee of any U.S. Government Obligations or
Foreign Government Securities held under this Indenture.




                                       35

<PAGE>   41




                                  ARTICLE FIVE

                                    REMEDIES

        Section 501. Events of Default. "Event of Default", wherever used herein
with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

               (1) default in the payment of any interest upon any Security of
        that series when it becomes due and payable, and continuance of such
        default for a period of 30 days; or

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

               (3) default in the deposit of any sinking fund payment, when and
        as due by the terms of a Security of that series; or

               (4) default in the performance, or breach, of any covenant or
        warranty of the Company in this Indenture (other than a covenant or
        warranty a default in whose performance or whose breach is elsewhere in
        this Section specifically dealt with or which has expressly been
        included in this Indenture solely for the benefit of series of
        Securities other than that series), and continuance of such default or
        breach for a period of 45 days after there has been given, by registered
        or certified mail, to the Company by the Trustee or to the Company and
        the Trustee by the Holders of at least 25% in principal amount of the
        Outstanding Securities of that series a written notice specifying such
        default or breach and requiring it to be remedied and stating that such
        notice is a "Notice of Default" hereunder; or

               (5) a default under any bond, debenture, note or other evidence
        of the Indebtedness of the Company (including a default with respect to
        Securities of any series other than that series) or under any mortgage,
        indenture or instrument under which there may be issued or by which
        there may be secured or evidenced any Indebtedness of the Company
        (including this Indenture), whether such Indebtedness now exists or
        shall hereafter be created, which default shall constitute a failure to
        pay such Indebtedness in a principal amount in excess of $15 million
        when due and payable at final maturity, after the expiration of any
        applicable grace period with respect thereto or shall have resulted in
        such Indebtedness in a principal amount in excess of $15 million
        becoming or being declared due and payable prior to the date on which it
        would otherwise have become due and payable, without such Indebtedness
        having been discharged, or such acceleration having been rescinded or
        annulled, within a period of 15 days after there shall have been


                                       36

<PAGE>   42



        given, by overnight mail or other same day or overnight delivery service
        which can provide evidence of delivery, to the Company by the Trustee or
        to the Company and the Trustee by the Holders of at least 25% in
        aggregate principal amount of the Outstanding Securities of that series
        a written notice specifying such default and requiring the Company to
        cause such Indebtedness to be discharged or cause such acceleration to
        be rescinded or annulled and stating that such notice is a "Notice of
        Default" hereunder; or

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

               (7) the commencement by the Company of a voluntary case or
        proceeding under any applicable Federal or State bankruptcy, insolvency,
        reorganization or other similar law or of any other case or proceeding
        to be adjudicated a bankrupt or insolvent, or the consent by it to the
        entry of a decree or order for relief in respect of the Company in an
        involuntary case or proceeding under any applicable Federal or State
        bankruptcy, insolvency, reorganization or other similar law or to the
        commencement of any bankruptcy or insolvency case or proceeding against
        it, or the filing by it of a petition or answer or consent seeking
        reorganization or relief under any applicable Federal or State law, or
        the consent by it to the filing of such petition or to the appointment
        of or taking possession by a custodian, receiver, liquidator, assignee,
        trustee, sequestrator or other similar official of the Company or of any
        substantial part of its property, or the making by it of an assignment
        for the benefit of creditors, or the admission by it in writing of its
        inability to pay its debts generally as they become due, or the taking
        of corporate action by the Company in furtherance of any such action; or

               (8) any other Event of Default provided with respect to
        Securities of that series.

        Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501 with respect to Securities of a series all or part of which is
represented by a Global Security, the Trustee shall establish a record date for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the day the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, that unless Holders of at least 25% in
principal amount of the Outstanding Securities of such series, or their proxies,
shall have joined in such Notice of Default prior to the applicable Expiration
Date, such Notice of Default shall automatically and without further action


                                       37

<PAGE>   43



by any Holder be cancelled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of
such applicable Expiration Date, a new Notice of Default identical to a Notice
of Default which has been cancelled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 501.

        Section 502. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if any of the Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of
all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable. If (a) an Event of Default specified in
Section 501(4) or another Event of Default under Section 501(8) which is common
to all Outstanding series of Securities occurs and is continuing or (b) an Event
of Default specified in Section 501(6) or 501(7) occurs and is continuing, then
in every such case, the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Securities then Outstanding hereunder (treated as
one class), by a notice in writing to the Company (and to the Trustee if given
by Holders) may declare the principal amount (or, if any Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms thereof) of all the Securities then Outstanding to be due
and payable immediately, and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.

        At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, subject to Section 508, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

               (1)    the Company has paid or deposited with the Trustee a sum
        sufficient to pay

                      (A) all overdue interest on all Securities of that series,

                      (B) the principal of (and premium, if any, on) any
               Securities of that series which have become due otherwise than by
               such declaration of acceleration and any interest thereon at the
               rate or rates prescribed therefor in such Securities,

                      (C) to the extent that payment of such interest is lawful,
               interest upon overdue interest at the rate or rates prescribed
               therefor in such Securities, and



                                       38

<PAGE>   44



                      (D) all sums paid or advanced by the Trustee hereunder and
               the reasonable compensation, expenses, disbursements and advances
               of the Trustee, its agents and counsel;

        and

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

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

        Upon receipt by the Trustee of any declaration of acceleration, or
rescission and annulment thereof, with respect to Securities of a series all or
part of which is represented by a Global Security, the Trustee shall establish a
record date for determining Holders of Outstanding Securities of such series
entitled to join in such declaration of acceleration, or rescission and
annulment, as the case may be, which record date shall be at the close of
business on the day the Trustee receives such declaration of acceleration, or
rescission and annulment, as the case may be. The Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
join in such declaration of acceleration, or rescission and annulment, as the
case may be, whether or not such Holders remain Holders after such record date;
provided, that unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having been obtained prior to the applicable Expiration
Date, such declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be
cancelled and of no further effect. Nothing in this paragraph shall prevent a
Holder, or a proxy of a Holder, from giving, after expiration of such applicable
Expiration Date, a new declaration of acceleration, or rescission or annulment
thereof, as the case may be, that is identical to a declaration of acceleration,
or rescission or annulment thereof, which has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 502.

        Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

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

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


                                       39

<PAGE>   45




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

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

        Section 504. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

               (i) to file and prove a claim for the whole amount of principal
        (and premium, if any) and interest owing and unpaid in respect of the
        Securities and to file such other papers or documents as may be
        necessary or advisable in order to have the claims of the Trustee
        (including any claim for the reasonable compensation, expenses,
        disbursements and advances of the Trustee, its agents and counsel) and
        of the Holders allowed in such judicial proceeding, and

               (ii) to collect and receive any moneys or other property payable
        or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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


                                       40

<PAGE>   46




        Section 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

        Section 506. Application of Money Collected. Any money or property
collected or to be applied by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or any premium or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

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

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

               THIRD:  To the payment of the remainder, if any, to the Company
        or any other Person or Persons entitled thereto.

        Section 507. Limitation on Suits. No Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver, assignee,
trustee, liquidator or sequestrator (or other similar official) or for any other
remedy hereunder, unless, subject to Section 508,

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

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

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

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



                                       41

<PAGE>   47



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

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

        Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) any interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

        Section 509. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

        Section 510. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

        Section 511. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

        Section 512. Control by Holders. The Holders of not less than a majority
in principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising


                                       42

<PAGE>   48



any trust or power conferred on the Trustee, with respect to the Securities of
such series, provided that

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

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

               (3) subject to the provisions of Section 601, the Trustee shall
        have the right to decline to follow such direction if a Responsible
        Officer or Officers of the Trustee shall, in good faith, determine that
        the proceeding so directed is contrary to applicable law or this
        Indenture or may be unduly prejudicial to the Holders of Outstanding
        Securities not joining in such direction.

        Upon receipt by the Trustee of any such direction with respect to
Securities of a series all or part of which is represented by a Global Security,
the Trustee shall establish a record date for determining Holders of Outstanding
Securities of such series entitled to join in such direction, which record date
shall be at the close of business on the day the Trustee receives such
direction. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such direction, whether or
not such Holders remain Holders after such record date; provided, that unless
such majority in principal amount shall have been obtained prior to the
applicable Expiration Date, such direction shall automatically and without
further action by any Holder be cancelled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such applicable Expiration Date, a new direction identical
to a direction which has been cancelled pursuant to the provisions to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 512.

        Section 513. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default

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

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


                                       43

<PAGE>   49


        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.


        Section 514. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Security by this 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, suffered or omitted by it as Trustee, 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 and expenses, 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 the provisions of this Section shall
not apply to any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).


        Section 515. Waiver Stay or Extension Laws. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


                                   ARTICLE SIX

                                   THE TRUSTEE

        Section 601. Certain Duties and Responsibilities. (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



                                       44

<PAGE>   50


               (2) in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Indenture; but in the case of any such certificates or opinions which by
        any provision hereof are specifically required to be furnished to the
        Trustee, the Trustee shall be under a duty to examine the same to
        determine whether or not they conform to the requirements of this
        Indenture.


        (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's 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 wilful misconduct, except that

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

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

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

               (4) no provision of this Indenture shall require the Trustee to
        expend or risk its own funds or otherwise incur any financial liability
        in the performance of any of its duties hereunder, or in the exercise of
        any of its rights or powers, if it shall have reasonable grounds for
        believing that repayment of such funds or adequate indemnity against
        such risk or liability is not reasonably assured to it.

        (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 duties and responsibilities of the Trustee otherwise shall be as
provided by the Trust Indenture Act.


        Section 602. Notice of Defaults. Within 90 days after the occurrence of
any default hereunder with respect to the Securities of any series, the Trustee
shall transmit by mail to all Holders of Securities of such series, as their
names and addresses appear in the Security Register, notice of such default
hereunder actually known to a Responsible Officer of the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the



                                       45

<PAGE>   51




payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities
of such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) or (5) with respect to Securities of such
series, no such notice to Holders shall be given until at least 45 days and 15
days, respectively, after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.


        Section 603. Certain Rights of Trustee. Subject to the provisions of
Section 601:


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


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

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


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


               (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 security or indemnity
        satisfactory to the Trustee in its reasonable judgment against the
        costs, expenses and liabilities which might be incurred by it in
        compliance with such request or direction;


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



                                       46

<PAGE>   52




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


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

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


        Section 604. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

        Section 605. May Hold Securities. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

        Section 606. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

        Section 607.  Compensation and Reimbursement.  The Company agrees

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

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


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


        The Trustee shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 607, except with respect to funds held in trust
for the benefit of the Holders of particular Securities.

        When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.

        The provisions of this Section shall survive the termination of this
Indenture.

        Section 608. Disqualification; Conflicting Interests. If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.


                                       47

<PAGE>   53




        Section 609. Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least $50,000,000. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

        Section 610. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.


        (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition, at the expense of the
Trustee, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

        (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the Trustee being removed may petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


        (d) If at any time:

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

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

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

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



                                       48

<PAGE>   54



        (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any Series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any Series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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

        Section 611. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

        (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with


                                       49

<PAGE>   55



respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

        Section 612. Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


        Section 613. Preferential Collection of Claims Against Company. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).




                                       50

<PAGE>   56





        Section 614. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


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




                                       51
<PAGE>   57


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


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


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

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

                                            The Bank of New York,
                                                                 As Trustee


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



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



                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

        Section 701. Company to Furnish Trustee Names and Addresses of Holders.
The Company will furnish or cause to be furnished to the Trustee

               (a) semi-annually, not later than the last day of May and
        November in each year, a list, in such form as the Trustee may
        reasonably require, of the names and addresses of the Holders as of the
        preceding May 15 or November 15, as the case may be, and


                                       52
<PAGE>   58




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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

        Section 702. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

        The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided in the Trust
Indenture Act.

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

        (b) If three or more Holders (herein referred to as "applicants") apply
in writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities 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 business days after the receipt of such
application, at its election, either

               (i) afford such applicants access to the information preserved at
        the time by the Trustee in accordance with Section 702(a), or

               (ii) inform such applicants as to the approximate number of
        Holders whose names and addresses appear in the information preserved at
        the time by the Trustee in accordance with Section 702(a), and as to the
        approximate cost of mailing to such Holders the form of proxy or other
        communication, if any, specified in such application.

        If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) 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 days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect


                                       53
<PAGE>   59



that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the 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 or more of such objections, the
Commission shall find, after notice and opportunity for 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 Holders 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.

        (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), 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 Section 702(b).


        Section 703. Reports by Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the same time and in
the same manner provided pursuant thereto. If required by Section 313(a) of the
Trust Indenture Act, the Trustee shall, within sixty days after each September
15 following the date of the first issuance, deliver to Holders a brief report,
dated as of such September 15, which complies with the provisions of such
Section 313(a).


                                       54
<PAGE>   60






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


        Section 704.  Reports by Company.  The Company shall:

               (1) file with the Trustee, within 15 days after the Company is
        required to file the same with the 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 the Commission may from time
        to time by rules and regulations prescribe) which the Company may be
        required to file with the Commission pursuant to Section 13 or Section
        15(d) of the Securities Exchange Act of 1934, as amended; or, if the
        Company is not required to file information, documents or reports
        pursuant to either of said Sections, then it shall file with the Trustee
        and the Commission, in accordance with rules and regulations prescribed
        from time to time by the 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, as
        amended, in respect of a security listed and registered on a national
        securities exchange as may be prescribed from time to time in such rules
        and regulations;

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



                                       55
<PAGE>   61


               (3) transmit by mail to all Holders, as their names and addresses
        appear in the Security Register, within 30 days after the filing thereof
        with the Trustee, such summaries of any information, documents and
        reports required to be filed by the Company pursuant to paragraphs (1)
        and (2) of this Section as may be required by rules and regulations
        prescribed from time to time by the Commission.


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


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

        Section 801. Company May Consolidate, Etc., Only on Certain Terms. The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

               (1) in case the Company shall consolidate with or merge into
        another Person or convey, transfer or lease its properties and assets
        substantially as an entirety to any Person, the Person formed by such
        consolidation or into which the Company is merged or the Person which
        acquires by conveyance or transfer, or which leases, the properties and
        assets of the Company substantially as an entirety shall be a
        corporation, partnership or trust, shall be organized and validly
        existing under the laws of the United States of America, any State
        thereof or the District of Columbia and shall expressly assume, by an
        indenture supplemental hereto, executed and delivered to the Trustee, in
        form satisfactory to the Trustee, the due and punctual payment of the
        principal of and any premium and interest on all the Securities and the
        performance or observance of every covenant of this Indenture on the
        part of the Company to be performed or observed;

               (2) immediately after giving effect to such transaction and
        treating any indebtedness which becomes an obligation of the Company or
        a Subsidiary as a result of such transaction as having been incurred by
        the Company or such Subsidiary at the time of such transaction, no Event
        of Default, and no event which, after notice or lapse of time or both,
        would become an Event of Default, shall have happened and be continuing;

               (3) if, as a result of any such consolidation or merger or such
        conveyance, transfer or lease, properties or assets of the Company would
        become subject to a mortgage, pledge, lien, security interest or other
        encumbrance which would not be permitted by this Indenture, the Company
        or such successor Person, as the case may be, shall take such steps as
        shall be necessary effectively to secure the Securities equally and
        ratably with (or prior to) all indebtedness secured thereby; and

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


                                       56
<PAGE>   62

        Section 802. Successor Substituted. Upon any consolidation of the
Company with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of any such conveyance, transfer or lease,
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

        Such successor Person 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 Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
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 Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication pursuant to such
provisions and any Securities which such successor Person thereafter shall cause
to be signed and delivered to the Trustee on its behalf for the purpose pursuant
to such provisions. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

        In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

        Section 901. Supplemental Indentures Without Consent of Holders. Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

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

               (2) to add to the covenants of the Company for the benefit of the
        Holders of all or any series of Securities (and if such covenants are to
        be for the benefit of less than all series of Securities, stating that
        such covenants are expressly being included solely for the benefit of
        such series) or to surrender any right or power herein conferred upon
        the Company; or


                                       57
<PAGE>   63


               (3) to add any additional Events of Default for the benefit of
        the Holders of all or any series of Securities (and if such additional
        Events of Default are to be for the benefit of less than all series of
        Securities, stating that such additional Events of Default are expressly
        being included solely for the benefit of such series), provided,
        however, that in respect of any such additional Events of Default 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 upon such default or may limit the remedies available to the
        Trustee upon such default or may limit the right of the Holders of a
        majority in aggregate principal amount of that or those series of
        Securities to which such additional Events of Default apply to waive
        such default; or

               (4) to add to or change any of the provisions of this Indenture
        to such extent as shall be necessary to permit or facilitate the
        issuance of Securities in bearer form, registrable or not registrable as
        to principal, and with or without interest coupons, or to permit or
        facilitate the issuance of Securities in uncertificated form; or

               (5) to add to, change or eliminate any of the provisions of this
        Indenture in respect of one or more series of Securities, provided that
        if such action adversely affects the interests of any Holders of
        Securities of any series, any such addition, change or elimination (i)
        shall neither (A) apply to any Security of any series created prior to
        the execution of such supplemental indenture and entitled to the benefit
        of such provision nor (B) modify the rights of the Holder of any such
        Security with respect to such provision or (ii) shall become effective
        only when there is no such Security Outstanding; or

               (6) to convey, transfer, assign, mortgage or pledge any property
        to or with the Trustee or to surrender any right or power herein
        conferred upon the Company; or

               (7) to secure the Securities pursuant to the requirements of
        Section 1008 or otherwise; or

               (8) to establish the form or terms of Securities of any series as
        permitted by Sections 201 and 301; or

               (9) to provide for uncertificated securities in addition to
        certificated securities; or

               (10) to evidence and provide for the acceptance of appointment
        hereunder by a successor Trustee with respect to the Securities of one
        or more series and to add to or change any of the provisions of this
        Indenture as shall be necessary to provide for or facilitate the
        administration of the trusts hereunder by more than one Trustee,
        pursuant to the requirements of Section 611(b); or

               (11) to cure any ambiguity, to correct any defect or supplement
        any provision herein which may be inconsistent with any other provision
        herein, or to make any other provisions with respect to matters or
        questions arising under this Indenture, provided that such action
        pursuant to this clause (11) shall not adversely affect the interests of
        the Holders of Securities of any series; or



                                       58
<PAGE>   64



               (12) to supplement any of the provisions of this Indenture to
        such extent as shall be necessary to permit or facilitate the Defeasance
        and discharge of any series of Securities pursuant to Sections 401, 1402
        and 1403; provided that any such action shall not adversely affect the
        interests of the holders of Securities of such series or any other
        series of Securities; or

               (13) to comply with the rules or regulations of any securities
        exchange or automated quotation system on which any of the Securities
        may be listed or traded; or

               (14) to add to, change or eliminate any of the provisions of this
        Indenture as shall be necessary or desirable in accordance with any
        amendments to the Trust Indenture Act, provided that such action does
        not adversely affect the rights or interests of any Holder of
        Securities.

        Section 902. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture
treated as one class, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

               (1) except to the extent permitted by Section 307(b) or Section
        308 or otherwise specified in the form or terms of the Securities of any
        series as permitted by Sections 201 and 301 with respect to extending
        the Stated Maturity of any Security of such series, change the Stated
        Maturity of the principal of, or any installment of principal of or
        interest on, any Security of any series, or reduce the principal amount
        thereof or the rate of interest thereon or any premium payable upon the
        redemption thereof, or reduce the amount of the principal of an Original
        Issue Discount Security that would be due and payable upon a declaration
        of acceleration of the Maturity thereof pursuant to Section 502, or
        change any Place of Payment where, or the coin or currency in which, any
        Security or any premium or interest thereon is payable, or impair the
        right to institute suit for the enforcement of any such payment on or
        after the Stated Maturity thereof (or, in the case of redemption, on or
        after the Redemption Date), or

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


                                       59
<PAGE>   65


               (3) modify any of the provisions of this Section, Section 513 or
        Section 1010, except to increase any such percentage or to provide that
        certain other provisions of this Indenture cannot be modified or waived
        without the consent of the Holder of each Outstanding Security affected
        thereby, provided, however, that this clause shall not be deemed to
        require the consent of any Holder with respect to changes in the
        references to "the Trustee" and concomitant changes in this Section and
        Section 1010, or the deletion of this proviso, in accordance with the
        requirements of Sections 611 and 901; or

               (4) if the Securities of any series are convertible or
        exchangeable into any other securities or property of the Company, make
        any change that adversely affects the right to convert or exchange any
        Security of such series (except as permitted by Section 901) or decrease
        the conversion or exchange rate or increase the conversion price of any
        such Security of such series, or

               (5) if the Securities of any series are secured, change the terms
        and conditions pursuant to which the Securities of such series are
        secured in a manner adverse to the Holders of the secured Securities of
        such series.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

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

        Section 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

        Section 904. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes;


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<PAGE>   66



and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

        Section 905. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

        Section 906. Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


                                   ARTICLE TEN

                                    COVENANTS

        Section 1001. Payment of Principal, Premium and Interest. The Company
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

        Section 1002. Maintenance of Office or Agency. The Company will maintain
in each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company
initially appoints the Trustee, acting through its Corporate Trust Office, as
its agent for said purpose. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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



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<PAGE>   67



        Section 1003. Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of or any
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

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

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

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

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

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

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

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money,


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<PAGE>   68



and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York, New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

        Section 1004. Statement by Officers as to Default. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officers' Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.


        Section 1005. Existence. Subject to Article Eight, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and rights (charter and statutory); provided
however, that the Company shall not be required to preserve any such right if
its Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.


        Section 1006. Maintenance of Properties. The Company will cause all
Principal Properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

        Section 1007. Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.


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<PAGE>   69



        Section 1008. Limitations on Liens. So long as any Securities are
Outstanding, the Company will not issue, assume or guarantee, and will not
permit any Domestic Subsidiary to issue, assume or guarantee, any Indebtedness
which is secured by a mortgage, pledge, security interest, lien or encumbrance
(any mortgage, pledge, security interest, lien or encumbrance being hereinafter
in this Article referred as a "lien" or "liens") of or upon any Principal
Property of the Company or any such Domestic Subsidiary, or upon the shares of
stock or Indebtedness of any Domestic Subsidiary, in each case whether now owned
or hereafter acquired, without effectively providing that the Securities
(together with, if the Company shall so determine, any other Indebtedness of the
Company ranking equally with the Securities) shall be equally and ratably
secured by a lien ranking ratably with and equal to (or at the Company's option
prior to) such secured Indebtedness; provided, however, that the foregoing
restriction shall not apply to:


               (a) liens on Indebtedness existing on the date of this Indenture;

               (b) liens on any assets of any corporation existing at the time
        such corporation becomes a Domestic Subsidiary;

               (c) liens on any assets existing at the time of acquisition of
        such assets by the Issuer or a Domestic Subsidiary, or liens to secure
        the payment of all or any part of the purchase price of such assets upon
        the acquisition of such assets by the Company or a Domestic Subsidiary
        or to secure any Indebtedness incurred, assumed or guaranteed by the
        Company or a Domestic Subsidiary prior to, at the time of, or within 180
        days after such acquisition (or in the case of real property, the
        completion of construction (including any improvements on an existing
        asset) or commencement of full operation of such asset, whichever is
        later) which Indebtedness is incurred, assumed or guaranteed for the
        purpose of financing all or any part of the purchase price thereof or,
        in the case of real property, construction or improvements thereon;
        provided, however, that in the case of any such acquisition,
        construction or improvement, the lien shall not apply to any Principal
        Property or shares of stock or Indebtedness of a Domestic Subsidiary
        theretofore owned by the Company or a Domestic Subsidiary, other than,
        in the case of any such construction or improvement, any real property
        on which the property so constructed, or the improvement, is located;

               (d) liens on any assets to secure Indebtedness of a Subsidiary to
        the Company or to any wholly owned Domestic Subsidiary;

               (e) liens on any assets of a corporation existing at the time
        such corporation is merged into or consolidated with the Company or a
        Domestic Subsidiary or at the time of a purchase, lease or other
        acquisition of the assets of a corporation or firm as an entirety or
        substantially as an entirety by the Company or a Domestic Subsidiary;

               (f) liens on any assets of the Company or a Domestic Subsidiary
        in favor of the United States of America or any State thereof, or any
        department, agency or instrumentality or political subdivision of the
        United States of America or any State thereof, or in favor of any other
        country, or any political subdivision thereof, to secure partial,
        progress, advance or other payments pursuant to any contract or statute
        or to secure any Indebtedness incurred or guaranteed for the purpose of
        financing all or any part of the purchase price (or, in the case of real
        property, the cost of construction) of the assets subject to such liens
        (including, but not limited to, liens incurred in connection with
        pollution control, industrial revenue or similar financings);


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<PAGE>   70




               (g) Mechanics', materialmen's, carriers' or similar liens arising
        in the ordinary course of business (including in the construction of
        facilities) relating to obligations not due or which are being
        contested;

               (h) liens for taxes not due or being contested, landlords' liens,
        tenants' rights under leases, and similar liens not impairing the use of
        value of the property involved;

               (i) any extension, renewal or replacement (or successive
        extensions, renewals or replacements) in whole or in part of any lien
        referred to in the foregoing clauses (a) to (h), inclusive; provided,
        however, that the principal amount of Indebtedness secured thereby shall
        not exceed the principal amount of Indebtedness so secured at the time
        of such extension, renewal or replacement, and that such extension,
        renewal or replacement shall be limited to all or a part of the assets
        which secured the lien so extended, renewed or replaced (plus
        improvements and construction on real property);

               (j) liens not permitted by clauses (a) through (i) above if at
        the time of, and after giving effect to, the creation or assumption of
        any such lien, the aggregate amount of all Indebtedness of the Company
        and its Domestic Subsidiaries secured by all such liens not so permitted
        by clauses (a) through (i) above together with the Attributable Debt in
        respect of Sale and Lease-Back Transactions permitted by paragraph (a)
        of Section 1009 do not exceed 15% of Consolidated Net Tangible Assets.

        Notwithstanding any other provision contained herein, this Indenture
will not restrict the Company or its Subsidiaries from incurring unsecured
Indebtedness.


        Section 1009. Limitations on Sale and Lease-Back. The Company agrees
that it will not, and will not permit any Domestic Subsidiary to, enter into any
arrangement with any person providing for the leasing by the Company or a
Domestic Subsidiary of any Principal Property, other than any such arrangement
involving a lease for a term, including renewal rights, for not more than 3
years, whereby such property or asset has been or is to be sold or transferred
by the Company or any Domestic Subsidiary to such person (herein referred to as
a "Sale and Lease-Back Transaction"), unless:


               (a) the Company or such Domestic Subsidiary would, at the time of
        entering into a Sale and Lease-Back Transaction, be entitled to incur
        Indebtedness secured by a lien on the Principal Property to be leased in
        an amount at least equal to the Attributable Debt in respect of such
        Sale and Lease-Back Transaction without equally and ratably securing the
        Securities pursuant to Section 1008; or


               (b) (i) the Company promptly informs the Trustee of such
        Transaction, (ii) the proceeds of the sale of the Principal Property to
        be leased are at least equal to the fair value of such Principal
        Property (as determined by Board of Directors of the Company) and (iii)
        an amount equal to the net proceeds from the sale of the Principal
        Property so leased are applied, within 180 days of the effective date of
        such Sale and Lease-Back Transaction to the purchase or acquisition (or,
        in the case of property, the construction) of property or assets or to
        the retirement (other than at maturity or pursuant to a mandatory
        sinking fund or redemption provision) of Securities or of Funded
        Indebtedness of the Company or a consolidated Domestic Subsidiary
        ranking on a parity with or senior to the Securities.



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        Section 1010. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Sections 1005, 1008 or 1009 with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.


        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive compliance with any
covenant or condition hereunder. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to waive any such compliance, whether or not such Holders remain
Holders after such record date; provided, that unless the Holders of at least a
majority in principal amount of the Outstanding Securities of such series shall
have waived such compliance prior to the date which is 90 days after such record
date, any such waiver previously given shall automatically and without further
action by any Holder be cancelled and of no further effect.

        Section 1011. Applicability of Covenants. Any series of Securities may
provide, as contemplated by Section 301, that any one or more of the covenants
set forth in Sections 1008, 1009 and 1010 and Article Fourteen shall not be
applicable to the Securities of such series.


        Section 1012. If the Trustee is requested or required to send Form 1099
(or any successor Form) to holders of Original Issue Discount Securities, the
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Securities as of the end
of such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.



                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

        Section 1101. Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
301 for Securities of any series) in accordance with this Article.


        Section 1102. Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution or in
another manner specified as contemplated by Section 301 for such Securities. In
case of any redemption at the election of the Company of the Securities of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction.



                                       66
<PAGE>   72




        Section 1103. Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities of any series are to be redeemed (unless all of the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series. If less than all of the Securities of such series and
of a specified tenor are to be redeemed (unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

          The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

        Section 1104. Notice of Redemption. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.


        All notices of redemption shall identify the Securities to be redeemed
(including CUSIP Numbers) and shall state:

               (1) the Redemption Date,

               (2) the Redemption Price,

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




                                       67
<PAGE>   73



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

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

               (6) that the redemption is for a sinking fund, if such is the
        case.

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

        Section 1105. Deposit of Redemption Price. Prior to 12:00 noon New York
City time on any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

        Section 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

        Section 1107. Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. If a Global
Security is so surrendered, such new Security so issued shall be a new Global
Security.



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                                 ARTICLE TWELVE

                                  SINKING FUNDS

        Section 1201. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

        The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

        Section 1202. Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such series;
provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

        Section 1203. Redemption of Securities for Sinking Fund. Not less than
45 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.





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                                ARTICLE THIRTEEN

                     REPAYMENT AT THE OPTION OF THE HOLDERS

        Section 1301. Applicability of Article. Repayment of securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

        Section 1302. Repayment of Securities. Securities of any series subject
to repayment in whole or in part at the option of the Holders thereof will,
unless otherwise provided in the terms of such Securities, be repaid at a price
equal to the principal amount thereof, together with interest and/or premium, if
any, thereon accrued to the Repayment Date specified in or pursuant to the terms
of such Securities. The Company covenants that on or before the Repayment Date
it will deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of, the premium, if any, and (except if the Repayment Date shall be
an Interest Payment Date) accrued interest on, all the Securities or portions
thereof, as the case may be, to be repaid on such date.

        Section 1303. Exercise of Option. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. To be repaid at the option of
the Holder, any Security so providing for such repayment, with the "Option to
Elect Repayment" form on the reverse of such Security duly completed by the
Holder (or by the Holder's attorney duly authorized in writing), must be
received by the Company at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 45
days nor later than 30 days prior to the Repayment Date. If less than the entire
principal amount of such Security is to be repaid in accordance with the terms
of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, the
premium, if any, to be paid, and the denomination or denominations of the
Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid, must be
specified. The principal amount of any Security providing for repayment at the
option of the Holder thereof may not be repaid in part if, following such
repayment, the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof and as provided in Sections 307(b) and 308, exercise of the repayment
option by the Holder shall be irrevocable unless waived by the Company.

        Section 1304. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing,


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cease to bear interest. Upon surrender of any such Security for repayment in
accordance with such provisions, the principal amount of such Security so to be
repaid shall be paid by the Company, together with accrued interest and/or
premium, if any, to the Repayment Date; provided, however, that installments of
interest, if any, whose Stated Maturity is on or prior to the Repayment Date
shall be payable (but without interest thereon, unless the Company shall default
in the payment thereof) to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

        If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

        Section 1305. Securities Repaid in Part. Upon surrender of any Security
which is to be repaid in part only, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security, without service
charge and at the expense of the Company, a new Security or Securities of the
same series, of any authorized denomination specified by the Holder, in an
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security so surrendered which is not to be repaid.


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

        Section 1401. Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may elect, at its option at any time, to have Section
1402 or Section 1403 applied to any Securities or any series of Securities, as
the case may be, (unless designated pursuant to Section 301 as not being
defeasible pursuant to such Section 1402 or 1403), in accordance with any
applicable requirements provided pursuant to Section 301 and upon compliance
with the conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.

        Section 1402. Defeasance and Discharge. Upon the Company's exercise of
its option (if any) to have this Section applied to any Securities or any series
of Securities, as the case may be, the Company shall be deemed to have been
discharged from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 1404 are
satisfied (referred to herein as "Defeasance"). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and to have satisfied all
its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Securities to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments
in respect of the principal of and any


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<PAGE>   77



premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1403 applied to such Securities.



        Section 1403. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section, the Company shall be released from its
obligations under Sections 801, 1008 and 1009 (and any covenant applicable to
such Securities that are determined pursuant to Section 301(15) to be subject to
this provision) and the occurrence of an event specified in Section 501(4) (with
respect to any of Sections 801, 1008 or 1009) (and any other Event of Default
applicable to such Securities that are determined pursuant to Section 301(15) to
be subject to this provision) shall not be deemed to be an Event of Default with
respect to the Outstanding Securities of such series on and after the date the
conditions set forth below are satisfied  (hereinafter, "Covenant Defeasance"),
and such Securities shall thereafter be deemed not to be "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 801, 1008 and 1009
(and such covenant), but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such Covenant Defeasance means that, with
respect to the Outstanding Securities of such series, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or such covenant whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
such covenant or by reason of any reference in any such Section or such covenant
to any other provision herein or in any other document, but the remainder of
this Indenture and such Securities shall be unaffected thereby.


        Section 1404. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to the application of Section 1402 or Section
1403 to any Securities or any series of Securities, as the case may be:

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


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<PAGE>   78



        callable or redeemable at the option of the issuer thereof, and (y) any
        depositary receipt issued by a bank (as defined in Section 3(a)(2) of
        the Securities Act) as custodian with respect to any U.S. Government
        Obligation which is specified in clause (x) above and held by such bank
        for the account of the holder of such depositary receipt, or with
        respect to any specific payment of principal of or interest on any U.S.
        Government Obligation which is so specified and held, provided that
        (except as required by law) such custodian is not authorized to make any
        deduction from the amount payable to the holder of such depositary
        receipt from any amount received by the custodian in respect of the U.S.
        Government Obligation or the specific payment of principal or interest
        evidenced by such depositary receipt.

               (2) In the event of an election to have Section 1402 apply to any
        Securities or any series of Securities, as the case may be, the Company
        shall have delivered to the Trustee an Opinion of Counsel stating that
        (A) the Company has received from, or there has been published by, the
        Internal Revenue Service a ruling or (B) since the date of this
        instrument, there has been a change in the applicable federal income tax
        law, in either case (A) or (B) to the effect that, and based thereon
        such opinion shall confirm that, the Holders of such Securities will not
        recognize gain or loss for federal income tax purposes as a result of
        the deposit, Defeasance and discharge to be effected with respect to
        such Securities and will be subject to federal income tax on the same
        amount, in the same manner and at the same times as would be the case if
        such deposit, Defeasance and discharge were not to occur.

               (3) In the event of an election to have Section 1403 apply to any
        Securities or any series of Securities, as the case may be, the Company
        shall have delivered to the Trustee an Opinion of Counsel to the effect
        that the Holders of such Securities will not recognize gain or loss for
        federal income tax purposes as a result of the deposit and Covenant
        Defeasance to be effected with respect to such Securities and will be
        subject to federal income tax on the same amount, in the same manner and
        at the same times as would be the case if such deposit and Covenant
        Defeasance were not to occur.

               (4) The Company shall have delivered to the Trustee an Officers'
        Certificate to the effect that neither such Securities nor any other
        Securities of the same series, if then listed on any securities
        exchange, will be delisted as a result of such deposit.

               (5) No event which is, or after notice or lapse of time or both
        would become, an Event of Default with respect to such Securities or any
        other Securities shall have occurred and be continuing at the time of
        such deposit or, with regard to any such event specified in Sections
        501(6) and (7), at any time on or prior to the 90th day after the date
        of such deposit (it being understood that this condition shall not be
        deemed satisfied until after such 90th day).

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



                                       73
<PAGE>   79



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

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

               (9) The Company shall have delivered to the Trustee an agreement
        whereby the Company irrevocably agrees to forfeit its right, if any, (A)
        to reset the interest rate of such Securities pursuant to Section 307(b)
        and (B) to extend the Stated Maturity of such Securities pursuant to
        Section 308.

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

        Section 1405. Acknowledgment of Discharge By Trustee. Subject to Section
1407 below and after the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent referred to in Section 1404, as the case may be, relating to the
Defeasance or satisfaction and discharge of this Indenture have been complied
with, the Trustee upon request of the Company shall acknowledge in writing the
Defeasance or the satisfaction and discharge, as the case may be, of this
Indenture and the discharge of the Company's obligations under this Indenture.

        Section 1406. Deposited Money and U.S. Government Obligations to Be Held
in Trust; Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 1406, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
1404 in respect of any Securities shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.



                                       74
<PAGE>   80


        Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1404 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

        Section 1407. Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 1402 or 1403 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
1405 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

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


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<PAGE>   81



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

                                         CARAUSTAR INDUSTRIES, INC.


                                         By     /s/ H. Lee Thrash, III
                                           ------------------------------------
                                         Name:    H. Lee Thrash, III
                                              ---------------------------------
                                         Title:   V.P. & C.F.O.
                                               --------------------------------





                                         THE BANK OF NEW YORK, as Trustee


                                         By    /s/ Marie E. Trimboli
                                           ------------------------------------
                                         Name:   Marie E. Trimboli
                                              ---------------------------------
                                         Title:  Assistant Treasurer
                                               --------------------------------

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