<SUBMISSION>
<ACCESSION-NUMBER>0000950144-01-501487
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20010502
<ITEMS>5
<ITEMS>7
<FILING-DATE>20010503
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>JABIL CIRCUIT INC
<CIK>0000898293
<ASSIGNED-SIC>3672
<IRS-NUMBER>381886260
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0831
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14063
<FILM-NUMBER>1621790
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>10560 NINTH ST NORTH
<CITY>ST PETERSBURG
<STATE>FL
<ZIP>33716
<PHONE>7275779749
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>10560 NINTH STREET NORTH
<CITY>ST PETERSBURG
<STATE>FL
<ZIP>33716
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>g69005e8-k.txt
<DESCRIPTION>JABIL CIRCUIT, INC.
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported): May 2, 2001


                               JABIL CIRCUIT, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

        Delaware                                      001-14063                             38-1886260
-----------------------------                 ------------------------                  ------------------
<S>                                           <C>                                       <C>
(State or other jurisdiction                  (Commission File Number)                     (IRS Employer
 of incorporation)                                                                      Identification No.)

</TABLE>


              10560 9th Street North, St. Petersburg, Florida 33716
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:     (727) 577-9749

                                       N/A
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>   2





ITEM 5. OTHER EVENTS.

         Jabil Circuit, Inc. is filing certain exhibits under Item 7 hereof with
respect to the closing of the public offering of $300 million ($345 million if
the underwriter's over-allotment option is exercised in full) aggregate
principal amount of 1.75% Convertible Subordinated Notes due 2021 of Jabil
Circuit, Inc., the announcement of which was previously made by press release
dated April 26, 2001.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

1.01     Terms Agreement between Jabil Circuit, Inc. and Salomon Smith Barney
         Inc., dated April 26, 2001 relating to 1.75% Convertible Subordinated
         Notes due 2021(Filed herewith).

4.01     Subordinated Debt Indenture, dated as of May 2, 2001, with respect to
         the Subordinated Debt of Jabil Circuit, Inc., between Jabil Circuit,
         Inc. and The Bank of New York, as trustee (Filed herewith).

4.02     First Supplemental Indenture, dated as of May 2, 2001, with respect to
         the 1.75% Convertible Subordinated Notes due 2021 of Jabil Circuit,
         Inc., between Jabil Circuit, Inc. and The Bank of New York, as trustee
         (Filed herewith).

4.03     Form of 1.75% Convertible Subordinated Notes due 2021 (Included in
         Exhibit 1.01).

12.01    Statement of Ratio of Earnings to Fixed Charges (Filed herewith).






                                       2
<PAGE>   3



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  May 3, 2001                    JABIL CIRCUIT, INC.
                                      (Registrant)


                                      By: /s/ Forbes I.J. Alexander
                                          --------------------------------------
                                          Forbes I.J. Alexander, Treasurer









                                       3
<PAGE>   4

                                  EXHIBIT INDEX

Exhibit No.          Description
-----------          ------------

1.01                 Terms Agreement between Jabil Circuit, Inc. and Salomon
                     Smith Barney Inc., dated April 26, 2001 relating to 1.75%
                     Convertible Subordinated Notes due 2021 (Filed herewith).

4.01                 Subordinated Debt Indenture, dated as of May 2, 2001, with
                     respect to the Subordinated Debt of Jabil Circuit, Inc.,
                     between Jabil Circuit, Inc. and The Bank of New York, as
                     trustee (Filed herewith).

4.02                 First Supplemental Indenture, dated as of May 2, 2001, with
                     respect to the 1.75% Convertible Subordinated Notes due
                     2021 of Jabil Circuit Inc., between Jabil Circuit, Inc. and
                     The Bank of New York, as trustee (Filed herewith).

4.03                 Form of 1.75% Convertible Subordinated Notes due 2021
                     (Included in Exhibit 1.01).

12.01                Statement of Ratio of Earnings to Fixed Charges (Filed
                     herewith).






                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.01
<SEQUENCE>2
<FILENAME>g69005ex1-01.txt
<DESCRIPTION>SALOMON SMITH BARNEY TERMS AGREEMENT
<TEXT>

<PAGE>   1
                                                                    Exhibit 1.01

                                 TERMS AGREEMENT

                                                                  April 26, 2001

Jabil Circuit, Inc.
10560 Ninth Street North
St. Petersburg, Florida  33716


Dear Sirs:

The undersigned underwriter (the "Underwriter") understands that Jabil Circuit,
Inc. (the "Company") proposes to issue and sell $300,000,000 aggregate principal
amount of its 1.75% Convertible Subordinated Notes due 2021 (the "Offered
Securities").

                                                  Aggregate Principal Amount
Underwriter                                       of Offered Securities
-----------                                       --------------------------

Salomon Smith Barney Inc.                         $300,000,000
                                                  ------------

                                Total             $300,000,000
                                                  ============

The Offered Securities shall have the following terms:

Title: 1.75% Convertible Subordinated Notes due 2021

Rank:  Subordinated

Aggregate principal amount: $300,000,000

Number of Option Securities: $45,000,000 aggregate principal amount

Denominations:  $1,000

Currency of payment:  US dollars

Interest rate or formula:  1.75%

Interest payment dates: May 15 and November 15 of each year, commencing
November 15, 2001

Regular record dates: The May 1 and November 1 preceding the related
interest payment date

Stated maturity date: May 15, 2021

Conversion Price: $41.038, subject to adjustment in certain circumstances

Redemption provisions: The Company may redeem the Offered Securities for cash,
in whole or in part, at any time on or after May 18, 2004 at 100% of their
principal amount plus accrued and unpaid interest.

Repurchase at option of holders of Offered Securities: Holders of Offered
Securities may require the Company to repurchase all or a portion of their notes
on May 15, 2004, May 15, 2006, May 15, 2009 and May 15, 2014 at 100% of their
principal amount plus accrued and unpaid interest to, but excluding, each
purchase date. On all purchase dates, the Company may elect to pay the purchase
price in cash or Common Stock valued at 95% of its market price or a combination
of cash and Common Stock.


<PAGE>   2

Sinking fund requirements: N/A

Conversion or exchange provisions: The Notes will be convertible into fully
paid, non-assessable shares of Common Stock of the Company, on the terms, and
subject to the conditions, set forth in the Subordinated Indenture, as
supplemented by the First Supplemental Indenture thereto to be entered into by
the Company and the Subordinated Trustee.

Security provisions: N/A

Listing requirements: N/A

Black-out provisions: Applicable for a period of 90 days from the date
hereof

Lock-up provisions: 90 days for the stockholders, directors and executive
officers of Jabil set forth on Schedule A hereto

Fixed or Variable Price Offering: Fixed Price Offering

         If Fixed Price Offering, initial public offering price per Offered
         Security: 100% of the principal amount thereof, plus accrued interest,
         if any, from May 2, 2001.

         Purchase price per Offered Security: 97.75% of principal amount
         thereof, plus accrued interest, if any, from May 2, 2001.

Form: The Offered Securities shall be issued in the form of book-entry
securities registered in the name of Cede & Co., the nominee of The Depository
Trust Company.

Other terms and conditions: The underwriter agrees to reimburse the Company for
certain of its expenses in connection with the offering to which this Agreement
relates.

Closing date and location:  May 2, 2001, New York, New York

All the provisions contained in "Jabil Circuit, Inc.--Underwriting Agreement
Basic Terms" (the "Basic Terms"), filed as an exhibit to the Registration
Statement relating to the Offered Securities and attached hereto as Annex A, are
herein incorporated by reference in their entirety and shall be deemed to be a
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Terms defined in such document are used herein as
therein defined.



                                       2
<PAGE>   3


Any notice by the Company to the Underwriter pursuant to this Terms Agreement
shall be sufficient if given in accordance with Section 11 of the Basic Terms
addressed to: Salomon Smith Barney Inc., 388 Greenwich Street, New York, NY
10013, Attention: Jerome Cincotta, Managing Director.

                                       Very truly yours,


                                       SALOMON SMITH BARNEY INC.


                                       By /s/ JEROME CINCOTTA
                                          --------------------------------------
                                          Jerome Cincotta, Authorized Signatory

Accepted:

JABIL CIRCUIT, INC.

By /s/ TIMOTHY L. MAIN
   --------------------------------------
       Timothy L. Main, President and CEO






                                       3
<PAGE>   4
SCHEDULE A

William D. Morean
Audrey Petersen
Timothy L. Main
Wesley B. Edwards
Chris A. Lewis
Mark T. Mondello
Thomas A. Sansone
Lawrence J. Murphy
Mel S. Lavitt
Steven A Raymund
Frank A. Newman
Ronald J. Rapp
Robert L. Paver
Paul Bittner
Randon Haight
Beth A. Walters
Scott D. Brown
Jeffrey J. Lumetta
John P. Lovato
Michael F. Ward
William E. Peters
Frank Krajcirovic
Roddy A. MacPhee
Joseph McGee
Brian Althaver
David S. Emerson
Forbes I.J. Alexander
J. Patrick Redmond





                                       4
<PAGE>   5
ANNEX A

            [Jabil Circuit, Inc.--Underwriting Agreement Basic Terms]















                               JABIL CIRCUIT, INC.
                            (A DELAWARE CORPORATION)

                       UNDERWRITING AGREEMENT BASIC TERMS





<PAGE>   6

                                Table of Contents


SECTION 1. Representations and Warranties by the Company................    4

(a)      Compliance with Registration Requirements......................    4
(b)      Incorporated Documents.........................................    5
(c)      Independent Accountants........................................    5
(d)      Financial Statements...........................................    5
(e)      No Material Adverse Change in Business.........................    5
(f)      Good Standing of the Company...................................    5
(g)      Good Standing of Subsidiaries..................................    6
(h)      Capitalization.................................................    6
(i)      Authorization, etc. of Agreements..............................    6
(j)      Authorization of Common Stock..................................    6
(k)      Authorization of Preferred Stock and/or Depositary Shares......    7
(l)      Authorization of Deposit Agreement.............................    7
(m)      Authorization and Enforceability of the Indenture..............    7
(n)      Authorization and Enforceability of the Security Documents.....    8
(o)      Authorization and Enforceability of Senior Debt Securities
           and/or Subordinated Debt Securities, etc.....................    8
(p)      Authorization of Warrants......................................    9
(q)      Authorization of Warrant Agreement.............................    9
(r)      Authorization of Underlying Securities.........................    9
(s)      Descriptions of the Offered Securities, Underlying Securities,
           Indentures, Deposit Agreement and Warrant Agreement..........   10
(t)      Absence of Defaults and Conflicts..............................   10
(u)      Absence of Further Requirements................................   11
(v)      Absence of Labor Dispute.......................................   11
(w)      Absence of Proceedings.........................................   11
(x)      Accuracy of Exhibits...........................................   12
(y)      Possession of Licenses and Permits.............................   12
(z)      Possession of Intellectual Property............................   12
(aa)     Title to Property..............................................   12
(bb)     Investment Company Act.........................................   13
(cc)     Environmental Laws.............................................   13
(dd)     Absence of Year 2000 Problem...................................   13

SECTION 2. Purchase and Sale............................................   14

(a)      Initial Securities.............................................   14
(b)      Option Securities..............................................   14
(c)      Payment, Denominations and Registration........................   15
(d)      Delayed Delivery Contracts.....................................   15

SECTION 3. Covenants of the Company.....................................   16

(a)      Preparation of Prospectus Supplement...........................   16



                                       i

<PAGE>   7

(b)      Continued Compliance With Securities Laws......................   16
(c)      Rule 158.......................................................   17
(d)      Filing of Additional Registration Statements or Amendments.....   17
(e)      Compliance with Commission Requests and Notification of
           Ratings Changes..............................................   17
(f)      Delivery of Registration Statements and Prospectuses...........   18
(g)      Blue Sky Qualifications........................................   18
(h)      Compliance with 1934 Act.......................................   18
(i)      Restriction on Offers and Sales of Securities..................   18
(j)      Reservation of Securities......................................   19
(k)      Listing........................................................   19

SECTION 4. CONDITIONS OF UNDERWRITERS' OBLIGATIONS......................   19

(a)      Effectiveness of Registration Statement........................   19
(b)      Opinions of Counsel............................................   19
         (i)      Opinion of Counsel for Company........................   19
         (ii)     Opinion of Local Counsel for Company's Non-U.S.
                    Subsidiaries........................................   27
         (iii)    Opinion of Patent Counsel for the Company.............   28
         (iv)     Opinion of Counsel for Underwriters...................   29
(c)      Officer's Certificate..........................................   30
(d)      Accountants' Comfort Letters...................................   30
(e)      Approval of Listing............................................   31
(f)      No Objection...................................................   31
(g)      Lock-up Agreements.............................................   31
(h)      Additional Documents...........................................   31
(i)      Conditions to Purchase of Option Securities....................   31

SECTION 5. PAYMENT OF EXPENSES..........................................   32

SECTION 6. INDEMNIFICATION..............................................   34

SECTION 7. CONTRIBUTION.................................................   36

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
             DELIVERY...................................................   37

SECTION 9. TERMINATION..................................................   37

SECTION 10. DEFAULT.....................................................   38

SECTION 11. NOTICES.....................................................   39

SECTION 12. PARTIES.....................................................   39

SECTION 13. GOVERNING LAW...............................................   40

SECTION 14. COUNTERPARTS................................................   40

EXHIBIT A. Terms Agreement..............................................  A-1

EXHIBIT B. Delayed Delivery Contract....................................  B-1



                                       ii
<PAGE>   8


                               JABIL CIRCUIT, INC.

           Common Stock, Warrants to Purchase Shares of Common Stock,
        Preferred Stock, Warrants to Purchase Shares of Preferred Stock,
                               Depositary Shares,
            Debt Securities and Warrants to Purchase Debt Securities

                       UNDERWRITING AGREEMENT BASIC TERMS

Jabil Circuit, Inc., a Delaware corporation (the "Company"), may issue and sell
from time to time its (i) shares of Common Stock, par value $0.001 per share
(the "Common Stock"), (ii) warrants to purchase Common Stock (the "Common Stock
Warrants"), (iii) shares of Preferred Stock, par value $0.001 per share (the
"Preferred Stock"), (iv) warrants to purchase Preferred Stock (the "Preferred
Stock Warrants"), (v) senior or subordinated debt securities (the "Debt
Securities"), or (vi) warrants to purchase Debt Securities (the "Debt Security
Warrants"), or any combination thereof, from time to time, in or pursuant to one
or more offerings on terms to be determined at the time of sale.

The Preferred Stock will be issued in one or more series and each series of
Preferred Stock may vary, as applicable, as to the title, specific number of
shares, rank, stated value, liquidation preference, dividend rate or rates (or
method of calculation), dividend payment dates, redemption provisions, sinking
fund requirements, conversion or exchange provisions (and terms of the related
Underlying Securities (as defined below)) and any other variable terms as set
forth in the applicable certificate of designations, preferences and rights
(each, the "Certificate of Designations, Preferences and Rights") relating to
such series of Preferred Stock. A series of Preferred Stock may be represented
by depositary shares (the "Depositary Shares") that are evidenced by depositary
receipts (the "Depositary Receipts") issued pursuant to a deposit agreement
(each, a "Deposit Agreement") among the Company, the depositary identified
therein (the "Depositary") and the registered holders of the Depositary Receipts
issued thereunder.

The Debt Securities will be issued in one or more series as senior indebtedness
(the "Senior Debt Securities") under an indenture (the "Senior Indenture"), to
be entered into between the Company and The Bank of New York, as trustee (the
"Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt
Securities") under an indenture (the "Subordinated Indenture", and collectively
with the Senior Indenture, the "Indentures", and each, an "Indenture"), to be
entered into between the Company and The Bank of New York, as trustee (the
"Subordinated Trustee", and collectively with the Senior Trustee, the
"Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as
applicable, as to title, aggregate principal amount, rank, interest rate or
formula and timing of payments thereof, stated maturity





<PAGE>   9

date, redemption and/or repayment provisions, sinking fund requirements,
conversion or exchange provisions (and terms of the related Underlying
Securities) and any other variable terms established by or pursuant to the
applicable Indenture. Senior Debt Securities may be issued with the benefit of
the security provided pursuant to Article 16 of the Senior Indenture ("Secured
Senior Debt Securities") under a pledge agreement or other similar agreement
(the "Pledge Agreement") between the Company and a collateral agent or other
party specified in the Pledge Agreement acting on behalf of the holders of
Secured Senior Debt Securities and the other creditors specified therein (the
"Collateral Agent") and an intercreditor agreement or other similar agreement
(the "Intercreditor Agreement" and, together with the Pledge Agreement, the
"Security Documents") among the Company, the Collateral Agent, the Senior
Trustee and representatives of certain other creditors of the Company.

Each issue of Common Stock Warrants, Preferred Stock Warrants and Debt Security
Warrants (collectively, the "Warrants") will be issued pursuant to a separate
warrant agreement (each, a "Warrant Agreement") between the Company and the
warrant agent identified therein (each, a "Warrant Agent"). The Warrants may
vary, as applicable, as to, among other terms, title, type, specific number,
exercise dates or periods, exercise price(s), expiration date(s) and terms of
the related Underlying Securities.

As used herein, "Securities" shall mean the Common Stock, Common Stock Warrants,
Preferred Stock, Preferred Stock Warrants, Depositary Shares, Senior Debt
Securities, Subordinated Debt Securities or Debt Security Warrants, or any
combination thereof, initially issuable by the Company and "Underlying
Securities" shall mean the Common Stock, Preferred Stock, Depositary Shares,
Senior Debt Securities or Subordinated Debt Securities issuable upon exercise of
the Warrants, as applicable, or upon conversion of the Preferred Stock,
Depositary Shares, Senior Debt Securities or Subordinated Debt Securities, as
applicable.

Whenever the Company determines to make an offering of Securities, the Company
will enter into an agreement (the "Terms Agreement") providing for the sale of
such securities (the "Offered Securities") to, and the purchase and offering
thereof by, one or more underwriters specified in the Terms Agreement (the
"Underwriters", which term shall include any Underwriters substituted pursuant
to Section 10 hereof). The Terms Agreement relating to the Offered Securities
shall specify the names of the Underwriters participating in such offering, the
amount of Offered Securities which each such Underwriter severally agrees to
purchase, the price at which the Offered Securities are to be purchased by the
Underwriters from the Company, the initial public offering price, the time and
place of delivery and payment, such other information as is indicated in Exhibit
A hereto and such other terms as are agreed upon by the Company and the
Underwriters. In addition, each Terms Agreement shall specify whether the
Company has agreed to grant to the Underwriters an option to purchase additional
Offered Securities to cover over-allotments, if any, and the amount of Offered
Securities subject to such option (the "Option Securities"). As used herein, the
term "Offered Securities" shall include the Option Securities, if any, and
"Representatives" shall mean the Underwriter or Underwriters so specified in the
Terms Agreement or, if no Underwriter is so specified, shall mean each
Underwriter. The Terms Agreement may be in the form of an exchange of any
standard form of written telecommunication between the Underwriters and the
Company. The offering of the Offered Securities will be governed by the Terms
Agreement, as supplemented hereby




                                       2
<PAGE>   10

(collectively, this "Agreement"), and this Agreement shall inure to the benefit
of and be binding upon each Underwriter participating in the offering of the
Offered Securities.

The Company has prepared and filed with the Securities and Exchange Commission
(the "Commission") registration statements on Form S-3 (Nos. 333-91719 and
333-42992) for the registration of the Securities and the Underlying Securities,
under the Securities Act of 1933, as amended (the "1933 Act"), and the offering
thereof from time to time in accordance with Rule 415 of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations"),
and has prepared and filed such amendments thereto as required to the date
hereof. Such registration statement, as amended, has been declared effective by
the Commission, and each Indenture has been qualified under the Trust Indenture
Act of 1939 (the "1939 Act"). Such registration statement, as amended at the
date of the Terms Agreement, including the exhibits thereto and the documents
incorporated by reference therein, is herein called the "Registration
Statement". Any registration statement filed pursuant to Rule 462(b) of the 1933
Act Regulations is herein referred to as the "Rule 462(b) Registration
Statement," and after such filing the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. As provided in Section 3(a), a
prospectus supplement reflecting the terms of the Offered Securities, the terms
of the offering thereof and the other matters set forth therein has been
prepared and will be filed pursuant to Rule 424 under the 1933 Act. Such
prospectus supplement, in the form first filed after the date of the Terms
Agreement pursuant to Rule 424, is herein referred to as the "Prospectus
Supplement". The basic prospectus included in the Registration Statement
relating to all offerings of Securities under the Registration Statement, as
supplemented by the Prospectus Supplement, is herein called the "Prospectus",
except that, if such basic prospectus is amended or supplemented on or prior to
the date on which the Prospectus Supplement is first filed pursuant to Rule 424,
the term "Prospectus" shall refer to the basic prospectus as so amended or
supplemented and as supplemented by the Prospectus Supplement or, if any revised
prospectus shall be provided to the Underwriters by the Company for their use in
connection with the offering of the Offered Securities which differs from such
basic prospectus and Prospectus Supplement (whether or not required to be filed
by the Company pursuant to Rule 424), the term "Prospectus" shall refer to such
revised prospectus (including any prospectus supplement) from and after the time
it is first provided to the Underwriters for such use, in either case including
the documents filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), that are
incorporated by reference therein. For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the
Prospectus, or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").

All references in this Agreement to financial statements and schedules and other
information which is "contained," "included" or "stated" in the Registration
Statement, any preliminary prospectus or the Prospectus (or other similar
references) shall be deemed to mean and include all such financial statements
and schedules and other information which is incorporated by reference in the
Registration Statement, any preliminary prospectus or the Prospectus, as the
case may be; and all references in this Agreement to amendments or supplements
to the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to mean and include




                                       3
<PAGE>   11

the filing of any document under the 1934 Act which is incorporated by reference
in the Registration Statement, such preliminary prospectus or the Prospectus, as
the case may be.

1. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents and
warrants to each Underwriter named in the Terms Agreement as of the date thereof
and as of the Closing Time referred to in Section 2(c) hereof, and as of each
Date of Delivery, if any, referred to in Section 2(b) hereof (in each case, a
"Representation Date"), as follows:

(A) COMPLIANCE WITH REGISTRATION REQUIREMENTS. The Company meets the
requirements for use of Form S-3 under the 1933 Act. Each of the Registration
Statement and any Rule 462(b) Registration Statement has become effective under
the 1933 Act and no stop order suspending the effectiveness of the Registration
Statement or any Rule 462(b) Registration Statement has been issued under the
1933 Act and no proceedings for that purpose have been instituted or are pending
or, to the knowledge of the Company, are contemplated by the Commission, and any
request on the part of the Commission for additional information has been
complied with. Each Indenture has been duly qualified under the 1939 Act.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         (including the filing of the Company's most recent Annual Report on
         Form 10-K with the Commission) became effective and at each
         Representation Date, the Registration Statement, the Rule 462(b)
         Registration Statement and any amendments and supplements thereto
         complied and will comply in all material respects with the requirements
         of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the
         rules and regulations of the Commission under the 1939 Act (the "1939
         Act Regulations"), and did not and will not contain an untrue statement
         of a material fact or omit to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading. Neither the Prospectus nor any amendments or supplements
         thereto, at the time the Prospectus or any amendments or supplements
         thereto were issued and at each Representative Date, included or will
         include an untrue statement of a material fact or omitted or will omit
         to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading. If Rule 434 is used, the Company will comply with the
         requirements of Rule 434. The representations and warranties in this
         subsection shall not apply to statements in or omissions from the
         Registration Statement or the Prospectus made in reliance upon and in
         conformity with information furnished to the Company in writing by any
         Underwriter through the Representatives expressly for use in the
         Registration Statement or the Prospectus.

                  Each preliminary prospectus and the prospectus filed as part
         of the Registration Statement as originally filed or as part of any
         amendment thereto, or filed pursuant to Rule 424 under the 1933 Act,
         complied when so filed in all material respects with the 1933 Act
         Regulations and each preliminary prospectus and the Prospectus
         delivered to the Underwriters for use in connection with this offering
         was identical to the electronically transmitted copies thereof filed
         with the Commission pursuant to EDGAR, except to the extent permitted
         by Regulation S-T.





                                       4
<PAGE>   12

(B) INCORPORATED DOCUMENTS. The documents incorporated or deemed to be
incorporated by reference in the Registration Statement and the Prospectus, at
the time they were or hereafter are filed with the Commission, complied and will
comply in all material respects with the requirements of the 1934 Act and the
rules and regulations of the Commission under the 1934 Act (the "1934 Act
Regulations"), as applicable, and, when read together with the other information
in the Prospectus, at the time the Registration Statement became effective, at
the time the Prospectus was issued and at each Representation Date, did not and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

(C) INDEPENDENT ACCOUNTANTS. The accountants who certified the financial
statements and supporting schedules included in the Registration Statement are
independent public accountants as required by the 1933 Act and the 1933 Act
Regulations.

(D) FINANCIAL STATEMENTS. The financial statements and any supporting schedules
of the Company and its subsidiaries (and of any other entity) included in the
Registration Statement and the Prospectus present fairly the consolidated
financial position of the Company and its subsidiaries (or such other entity) as
of the dates indicated and the consolidated results of their operations for the
periods specified; except as stated therein, said financial statements have been
prepared in conformity with U.S. generally accepted accounting principles
applied on a consistent basis; the supporting schedules included in the
Registration Statement and the Prospectus present fairly the information
required to be stated therein; and the pro forma financial statements and the
related notes thereto, if any, included in the Registration Statement and the
Prospectus present fairly the information shown therein, have been prepared in
accordance with the Commission's rules and guidelines with respect to pro forma
financial statements and have been properly compiled on the bases described
therein, and the assumptions used in the preparation thereof are reasonable and
the adjustments used therein are appropriate to give effect to the transactions
and circumstances referred to therein.

(E) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the respective dates as of
which information is given in the Registration Statement, any Rule 462(b)
Registration Statement and the Prospectus, except as otherwise stated therein or
contemplated thereby, (i) there has been no material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business (a
"Material Adverse Effect"), (ii) there have been no transactions entered into by
the Company or any of its subsidiaries, other than those in the ordinary course
of business, which are material with respect to the Company and its subsidiaries
considered as one enterprise, and (iii) there has been no dividend or
distribution of any kind declared, paid or made by the Company on any class of
its capital stock.

(F) GOOD STANDING OF THE COMPANY. The Company has been duly organized and is
validly existing as a corporation in good standing under the laws of the State
of Delaware and has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus, to enter
into and perform its obligations under this Agreement and to consummate the
transactions contemplated in the Prospectus; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of
the ownership or



                                       5
<PAGE>   13

leasing of property or the conduct of business, except where the failure so to
qualify or to be in good standing would not result in a Material Adverse Effect.

(G) GOOD STANDING OF SUBSIDIARIES. (1) Each "significant subsidiary" of the
Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a
"Significant Subsidiary" and, collectively, the "Significant Subsidiaries") has
been duly organized and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, has corporate power and
authority to own, lease and operate its properties and to conduct its business
as described in the Prospectus and is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect; except as
otherwise disclosed in the Prospectus, all of the issued and outstanding capital
stock of each Significant Subsidiary has been duly authorized and validly
issued, is fully paid and non-assessable and is owned by the Company, directly
or through subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity; none of the outstanding shares of
capital stock of any Significant Subsidiary was issued in violation of the
preemptive or similar rights of any securityholder of such Significant
Subsidiary.

(H) CAPITALIZATION. If applicable, the authorized, issued and outstanding
capital stock of the Company is as set forth in the Prospectus under the caption
"Capitalization" (except for subsequent issuances, if any, pursuant to
reservations, agreements or employee benefit plans referred to in the Prospectus
or pursuant to the exercise of convertible securities or options referred to in
the Prospectus). The shares of issued and outstanding capital stock have been
duly authorized and validly issued and are fully paid and non-assessable; none
of the outstanding shares of capital stock was issued in violation of the
preemptive or other similar rights of any securityholder of the Company.

(I) AUTHORIZATION, ETC. OF AGREEMENTS. This Agreement and the applicable Delayed
Delivery Contracts (as defined below), if any, have been duly authorized,
executed and delivered by the Company and, upon execution and delivery by the
Underwriters, will be valid and legally binding agreements of the Company.

(J) AUTHORIZATION OF COMMON STOCK. If the Offered Securities include Common
Stock, such Offered Securities have been, or as of the date of the applicable
Terms Agreement will have been, duly authorized by the Company for issuance and
sale pursuant to this Agreement. Such Offered Securities, when issued and
delivered by the Company pursuant to this Agreement against payment of the
consideration therefor specified in this Agreement, will be validly issued,
fully paid and non-assessable and will not be subject to preemptive or other
similar rights of any securityholder of the Company. No holder of such Offered
Securities is or will be subject to personal liability solely by reason of being
such a holder.

--------
1        If the Offered Securities are Secured Senior Debt Securities, the
         representations in this paragraph will cover each Significant
         Subsidiary and all other subsidiaries subject to the lien created by
         the Pledge Agreement (the "Pledged Subsidiaries").





                                       6
<PAGE>   14

(K) AUTHORIZATION OF PREFERRED STOCK AND/OR DEPOSITARY SHARES. If the Offered
Securities include Preferred Stock and/or Depositary Shares, such Offered
Securities have been, or as of the date of the applicable Terms Agreement will
have been, duly authorized by the Company for issuance and sale pursuant to this
Agreement. The applicable Preferred Stock, when issued and delivered by the
Company pursuant to this Agreement against payment of the consideration
therefor, or for the related Depositary Shares, as the case may be, specified in
the applicable Terms Agreement, will be validly issued, fully paid and
non-assessable and will not be subject to preemptive or other similar rights of
any securityholder of the Company. In addition, upon deposit by the Company of
any Preferred Stock represented by Depositary Shares with the applicable
Depositary and the execution and delivery by such Depositary of the Depositary
Receipts evidencing such Depositary Shares, in each case pursuant to the
applicable Deposit Agreement, such Depositary Shares will represent legal and
valid interests in such Preferred Stock. No holder of such Preferred Stock or
Depositary Receipts evidencing Depositary Shares is or will be subject to
personal liability solely by reason of being such a holder. The applicable
Certificate of Designations, Preferences and Rights will be in full force and
effect prior to the Closing Time.

(L) AUTHORIZATION OF DEPOSIT AGREEMENT. If the Offered Securities include
Depositary Shares or if Debt Securities are convertible into Depositary Shares
representing Preferred Stock, the applicable Deposit Agreement has been, or
prior to the issuance of such Depositary Stock will have been, duly authorized,
executed and delivered by the Company and, upon such authorization, execution
and delivery, and assuming due authorization, execution and delivery by the
applicable Depositary of the applicable Deposit Agreement, will constitute a
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally or by general equitable
principles (regardless of whether enforcement is considered in a proceeding in
equity or at law). Each registered holder of a Depositary Receipt under the
applicable Deposit Agreement will be entitled to the proportional rights,
preferences and limitations of the Preferred Stock represented by the Depositary
Shares evidenced by such Depositary Receipt and to such other rights as are
granted to such registered holder in such Deposit Agreement.

(M) AUTHORIZATION AND ENFORCEABILITY OF THE INDENTURE. If the Offered Securities
include Senior Debt Securities and/or Subordinated Debt Securities, or if
Preferred Stock is, or Depositary Shares representing Preferred Stock are,
convertible into Debt Securities, each applicable Indenture has been, or prior
to the issuance of the Debt Securities thereunder will have been duly
authorized, executed and delivered by the Company and, assuming due execution
and delivery by the applicable Trustee, will be a valid and legally binding
agreement of the Company enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting enforcement of
creditors' rights generally or by general equity principles, and except further
as enforcement thereof may be limited by (i) requirements that a claim with
respect to any Debt Securities denominated other than in U.S. dollars (or a
foreign currency or composite currency judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or (ii) governmental authority to limit,
delay or prohibit the making of payments outside the United States.



                                       7
<PAGE>   15

(N) AUTHORIZATION AND ENFORCEABILITY OF THE SECURITY DOCUMENTS. If the Offered
Securities include Secured Senior Debt Securities, or if Preferred Stock is, or
Depositary Shares representing Preferred Stock are, convertible into Secured
Senior Debt Securities, each of the Security Documents has been, or prior to the
issuance of the Offered Securities will have been, duly authorized, executed and
delivered by the Company and, assuming due execution and delivery by the other
parties thereto, will be a valid and legally binding agreement of the Company,
enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting enforcement of creditors' rights generally or by
general equity principles; and the Pledge Agreement, together with delivery of
the certificates evidencing the shares of stock of the Pledged Subsidiaries
pledged thereunder (the "Pledged Shares") and stock powers executed by the
Company in blank to the Collateral Agent, will create a perfected security
interest in the Pledged Shares in favor of such Collateral Agent for the benefit
of the holders of the Secured Senior Debt Securities and the other persons
specified in the Pledge Agreement, free of any adverse claims.

(O) AUTHORIZATION AND ENFORCEABILITY OF SENIOR DEBT SECURITIES AND/OR
SUBORDINATED DEBT SECURITIES, ETC. If the Offered Securities include Senior Debt
Securities and/or Subordinated Debt Securities, such Offered Securities have
been, or as of the date of the applicable Terms Agreement will have been, duly
and validly authorized for issuance, offer and sale pursuant to this Agreement
and each Delayed Delivery Contract, if any, and when issued, authenticated and
delivered pursuant to the provisions of this Agreement and the applicable
Indenture against payment of the consideration therefor, the Offered Securities
will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting enforcement of creditors' rights generally or by
general equity principles, and except further as enforcement thereof may be
limited by (i) requirements that a claim with respect to any Offered Securities
denominated other than in U.S. dollars (or a foreign currency or composite
currency judgment in respect of such claim) be converted into U.S. dollars at a
rate or exchange prevailing on a date determined pursuant to applicable law or
(ii) governmental authority to limit, delay or prohibit the making of payments
outside the United States. Each Holder (as defined in the applicable Indenture)
of Offered Securities will be entitled to the benefits of such Indenture.

(P) AUTHORIZATION OF WARRANTS. If the Offered Securities include Warrants, such
Offered Securities have been, or as of the date of the applicable Terms
Agreement will have been, duly authorized by the Company for issuance and sale
pursuant to this Agreement. Such Offered Securities, when issued and
authenticated in the manner provided for the applicable Warrant Agreement and
delivered against payment of the consideration therefor specified in the
applicable Terms Agreement, will constitute valid and binding obligations of the
Company, entitled to the benefits provided by such Warrant Agreement and
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally or by general equitable principles (regardless of whether enforcement
is considered in a proceeding in equity or at law).



                                       8
<PAGE>   16

(Q) AUTHORIZATION OF WARRANT AGREEMENT. If the Offered Securities include
Warrants, each applicable Warrant Agreement has been, or prior to the issuance
of such Offered Securities will have been, duly authorized, executed and
delivered by the Company and, upon such authorization, execution and delivery,
and assuming due authorization, execution and delivery by the applicable Warrant
Agent of the applicable Warrant Agreement, will constitute a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally or by general equitable principles (regardless of
whether enforcement is considered in a proceeding in equity or at law).

(R) AUTHORIZATION OF UNDERLYING SECURITIES. If the Underlying Securities related
to the Offered Securities include Common Stock, Preferred Stock or Depositary
Shares, such Underlying Securities have been, or as of the date of the
applicable Terms Agreement will have been, duly authorized and reserved for
issuance by the Company upon exercise of the Common Stock Warrants or Preferred
Stock Warrants, as applicable, or upon conversion of the related Preferred
Stock, Depositary Shares, Senior Debt Securities or Subordinated Debt
Securities, as applicable. If the Underlying Securities include Common Stock or
Preferred Stock, such Underlying Securities, when issued upon such exercise or
conversion, as applicable, will be validly issued, fully paid and non-assessable
and will not be subject to preemptive or other similar rights of any
securityholder of the Company. If the Underlying Securities include Depositary
Shares, such Underlying Securities, upon deposit by the Company of the Preferred
Stock represented thereby with the applicable Depositary and the execution and
delivery by such Depositary of the Depositary Receipts evidencing such
Depositary Shares, in each case pursuant to the applicable Deposit Agreement,
will represent legal and valid interests in such Preferred Stock. No holder of
such Common Stock, Preferred Stock or Depositary Receipts evidencing Depository
Shares is or will be subject to personal liability solely by reason of being
such a holder. If the Underlying Securities related to the Offered Securities
include Senior Debt Securities and/or Subordinated Debt Securities, such
Underlying Securities have been, or as of the date of the applicable Terms
Agreement will have been, duly authorized for issuance by the Company upon the
exercise of the Debt Security Warrants or upon conversion of the related
Preferred Stock or Depositary Shares, as applicable. Such Underlying Securities,
when issued and authenticated in the manner provided for in the applicable
Indenture and delivered in accordance with the terms of the Debt Security
Warrants or the related Preferred Stock or Depositary Shares, as applicable,
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally or by
general equitable principles (regardless of whether enforcement is considered in
a proceeding in equity or at law), and except further as enforcement thereof may
be limited by requirements that a claim with respect to any Debt Securities
payable in a foreign or composite currency (or a foreign or composite currency
judgment in respect of such claim) be converted into U.S. dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or by
governmental authority to limit, delay or prohibit the making of payments
outside the United States.



                                       9
<PAGE>   17

(S) DESCRIPTIONS OF THE OFFERED SECURITIES, UNDERLYING SECURITIES, INDENTURES,
DEPOSIT AGREEMENT AND WARRANT AGREEMENT. The Offered Securities and each
applicable Indenture, Security Document, Deposit Agreement and Warrant
Agreement, as of each Representation Date, and any Underlying Securities, when
issued and delivered in accordance with the terms of the related Offered
Securities, will conform in all material respects to the statements relating
thereto contained in the Prospectus and will be in substantially the form filed
or incorporated by reference, as the case may be, as an exhibit to the
Registration Statement.

(T) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor any of its
subsidiaries is in violation of its charter or by-laws or in default in the
performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which it or any of them may be bound,
or to which any of the property or assets of the Company or any subsidiary is
subject (collectively, "Agreements and Instruments") except for such defaults
that would not result in a Material Adverse Effect; and the execution, delivery
and performance of this Agreement, each Delayed Delivery Contract, if any, each
applicable Indenture, Security Document, Warrant Agreement and Deposit
Agreement, the Offered Securities and any other agreement or instrument entered
into or issued or to be entered into or issued by the Company in connection with
the transactions contemplated in the Prospectus and the consummation of the
transactions contemplated herein and therein (including the issuance and sale of
the Offered Securities and the use of the proceeds therefrom as described in the
Prospectus under the caption "Use of Proceeds" and the issuance of any
Underlying Securities) and compliance by the Company with its obligations
hereunder and thereunder have been duly authorized by all necessary corporate
action and do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of, or default or
Repayment Event (as defined below) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any subsidiary pursuant to, the Agreements and Instruments (except
for such conflicts, breaches or defaults or liens, charges or encumbrances that
would not result in a Material Adverse Effect), nor will such action result in
any violation of the provisions of the charter or by-laws of the Company or any
of its subsidiaries or any applicable law, statute, rule, regulation, judgment,
order, writ or decree of any government, government instrumentality or court,
domestic or foreign, having jurisdiction over the Company or any of its
subsidiaries or any of their assets, properties or operations. As used herein, a
"Repayment Event" means any event or condition which gives the holder of any
note, debenture or other evidence of indebtedness (or any person acting on such
holder's behalf) the right to require the repurchase, redemption or repayment of
all or a portion of such indebtedness by the Company or any of its subsidiaries.

(U) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or authorization, approval,
consent, license, order, registration, qualification or decree of, any court or
governmental authority or agency is necessary or required for the performance by
the Company of its obligations hereunder, in connection with the offering,
issuance or sale of the Offered Securities under this Agreement and any
applicable Indenture, Security Document, Warrant Agreement or Deposit Agreement,
or the consummation of the transactions contemplated by this Agreement and any
applicable Indenture, Security Document, Warrant Agreement or Deposit Agreement,
except such as have been already obtained or as may be required under the 1933
Act or the 1933 Act Regulations and foreign or state securities or blue sky
laws.



                                       10
<PAGE>   18

(V) ABSENCE OF LABOR DISPUTE. No labor dispute with the employees of the Company
or any or its subsidiaries exists or, to the knowledge of the Company, is
imminent, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its or any subsidiary's principal
suppliers, manufacturers, customers or contractors, which, in either case, may
reasonably be expected to result in a Material Adverse Effect.

(W) ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body,
domestic or foreign, now pending, or, to the knowledge of the Company,
threatened, against or affecting the Company or any subsidiary, which is
required to be disclosed in the Registration Statement and the Prospectus (other
than as disclosed therein), or which might reasonably be expected to result in a
Material Adverse Effect, or which might reasonably be expected to affect the
properties or assets thereof in a manner which would result in a Material
Adverse Effect or which might reasonably be expected to materially and adversely
affect the consummation of the transactions contemplated in this Agreement any
applicable Indenture, Security Document, Warrant Agreement or Deposit Agreement
or the performance by the Company of its obligations under this Agreement, any
applicable Indenture, Security Document, Warrant Agreement or Deposit Agreement
or the Offered Securities; the aggregate of all pending legal or governmental
proceedings to which the Company or any subsidiary is a party or of which any of
their respective property or assets is the subject which are not described in
the Registration Statement and the Prospectus, including ordinary routine
litigation incidental to the business, could not reasonably be expected to
result in a Material Adverse Effect.

(X) ACCURACY OF EXHIBITS. There are no contracts or documents which are required
to be described in the Registration Statement, the Prospectus or the documents
incorporated by reference therein or to be filed as exhibits thereto which have
not been so described and filed as required.

(Y) POSSESSION OF LICENSES AND PERMITS. The Company and its subsidiaries possess
such permits, licenses, approvals, consents and other authorizations
(collectively, "Governmental Licenses") issued by the appropriate federal,
state, local or foreign regulatory agencies or bodies necessary to conduct the
business now operated by them; the Company and its subsidiaries are in
compliance with the terms and conditions of all such Governmental Licenses,
except where the failure so to comply would not, singly or in the aggregate,
have a Material Adverse Effect; all of the Governmental Licenses are valid and
in full force and effect, except when the invalidity of such Governmental
Licenses or the failure of such Governmental Licenses to be in full force and
effect would not have a Material Adverse Effect; and neither the Company nor any
of its subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses which, singly or in
the aggregate, if the subject of an unfavorable decision, ruling or finding,
would result in a Material Adverse Effect.

(Z) POSSESSION OF INTELLECTUAL PROPERTY. The Company and its subsidiaries own or
possess, or can acquire on reasonable terms, adequate patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), trademarks, service marks, trade names or other intellectual
property (collectively, "Intellectual Property") necessary to carry on the
business now operated by them, and neither the Company nor any of its
subsidiaries has received




                                       11
<PAGE>   19

any notice or is otherwise aware of any infringement of or conflict with
asserted rights of others with respect to any Intellectual Property or of any
facts or circumstances which would render any Intellectual Property invalid or
inadequate to protect the interest of the Company or any of its subsidiaries
therein, and which infringement or conflict (if the subject of any unfavorable
decision, ruling or finding) or invalidity or inadequacy, singly or in the
aggregate, would result in a Material Adverse Effect.

(AA) TITLE TO PROPERTY. The Company and its subsidiaries have good and
marketable title to all real property owned by the Company and its subsidiaries
and good title to all other properties owned by them, in each case, free and
clear of all mortgages, pledges, liens, security interests, claims, restrictions
or encumbrances of any kind except such as (i) are described in the Prospectus
or (ii) do not, singly or in the aggregate, materially affect the value of such
property and do not interfere with the use made and proposed to be made of such
property by the Company or any of its subsidiaries; and all of the leases and
subleases material to the business of the Company and its subsidiaries,
considered as one enterprise, and under which the Company or any of its
subsidiaries holds properties described in the Prospectus, are in full force and
effect, and neither the Company nor any subsidiary has any notice of any
material claim of any sort that has been asserted by anyone adverse to the
rights of the Company or any subsidiary under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company or such
subsidiary to the continued possession of the leased or subleased premises under
any such lease or sublease that would reasonably be expected to have a Material
Adverse Effect.

(BB) INVESTMENT COMPANY ACT. The Company is not, and upon the issuance and sale
of the Offered Securities as herein contemplated and the application of the net
proceeds therefrom as described in the Prospectus will not be, an "investment
company" or an entity "controlled" by an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended (the "1940 Act").

(CC) ENVIRONMENTAL LAWS. Except as described in the Registration Statement and
the Prospectus and except as would not, singly or in the aggregate, result in a
Material Adverse Effect, (i) neither the Company nor any of its subsidiaries is
in violation of any federal, state, local or foreign statute, law, rule,
regulation, ordinance, code, policy or rule of common law or any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human
health, the environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata) or wildlife, including,
without limitation, laws and regulations relating to the release or threatened
release of chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum or petroleum products (collectively, "Hazardous
Materials") or to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials (collectively,
"Environmental Laws"), (ii) the Company and its subsidiaries have all permits,
authorizations and approvals required under any applicable Environmental Laws
and are each in compliance with their requirements, (iii) there are no pending
or threatened administrative, regulatory or judicial actions, suits, demands,
demand letters, claims, liens, notices of noncompliance or violation,
investigation or proceedings relating to any Environmental Law against the
Company or any of its subsidiaries and (iv) there are no events or circumstances
that might reasonably be expected to form the basis of an order for clean-up or
remediation, or an action, suit or proceeding by any private party or
governmental



                                       12
<PAGE>   20

body or agency, against or affecting the Company or any of its subsidiaries
relating to Hazardous Materials or any Environmental Laws.

(DD) ABSENCE OF YEAR 2000 PROBLEM. The Company has reviewed its operations and
that of its subsidiaries and any third parties with which the Company or any of
its subsidiaries has a material relationship to evaluate the extent to which the
business or operations of the Company or any of its subsidiaries was affected by
the Year 2000 Problem. As a result of such review, the Company has no reason to
believe, and does not believe, that the Year 2000 Problem has or will have a
Material Adverse Effect. The "Year 2000 Problem" as used herein means any
significant risk that computer hardware or software used in the receipt,
transmission, processing, manipulation, storage, retrieval, retransmission or
other utilization of data or in the operation of mechanical or electrical
systems of any kind will not, in the case of dates or time periods occurring
after December 31, 1999, function at least as effectively as in the case of
dates or time periods occurring prior to January 1, 2000.

Any certificate signed by any director or officer of the Company and delivered
to the Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company as to the matters covered thereby.

2. PURCHASE AND SALE.

(A) INITIAL SECURITIES. The several commitments of the Underwriters to purchase
the Offered Securities pursuant to this Agreement shall be deemed to have been
made on the basis of the representations and warranties herein contained and
shall be subject to the terms and conditions herein and therein set forth.
Offered Securities which are subject to Delayed Delivery Contracts are herein
sometimes referred to as "Delayed Delivery Offered Securities" and Offered
Securities which are not subject to Delayed Delivery Contracts are herein
sometimes referred to as "Immediate Delivery Offered Securities".

(B) OPTION SECURITIES. In addition, on the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Company may grant, if so provided in the Terms Agreement, an option
to the Underwriters named in the Terms Agreement, severally and not jointly, to
purchase up to the number or principal amount of Option Securities set forth
therein at the same price per security (plus, except as otherwise provided in
the Terms Agreement, interest, if any, accrued and unpaid from the Closing Time
until the applicable Date of Delivery, and less, except as otherwise provided in
the Terms Agreement, an amount equal to any dividends or distributions declared
by the Company and paid or payable on the initial Offered Securities but not
payable on the Option Securities), as is applicable to the Offered Securities.
Such option, if granted, will expire 30 days after the date of the Terms
Agreement, and may be exercised in whole or in part from time to time only for
the purpose of covering over-allotments which may be made in connection with the
offering and distribution of the Offered Securities upon notice by the
Representatives to the Company setting forth the number or principal amount of
Option Securities as to which the several Underwriters are then exercising the
option and the time and date of payment and delivery for such Option Securities.
Any such time and date of delivery (a "Date of Delivery") shall be determined by
the Representatives, but shall not be later than seven full business days and
not earlier than two full business days after the exercise of said option, nor
in any event prior to the Closing Time, as hereinafter defined,



                                       13
<PAGE>   21

unless otherwise agreed upon by the Representatives and the Company. If the
option is exercised as to all or any portion of the Option Securities, each of
the Underwriters, acting severally and not jointly, will purchase the proportion
of the total number or principal amount of Option Securities then being
purchased that the number or principal amount of Immediate Delivery Offered
Securities each such Underwriter has agreed to purchase, as set forth in the
Terms Agreement, bears to the total principal amount of Immediate Delivery
Offered Securities, subject to such adjustments as the Representatives in their
discretion shall make to eliminate any sales or purchases in less than
authorized denominations or of a fractional number of shares, as the case may
be.

(C) PAYMENT, DENOMINATIONS AND REGISTRATION. Payment of the purchase price for,
and delivery of, the Immediate Delivery Offered Securities to be purchased by
the Underwriters shall be made at the place set forth in the Terms Agreement, or
at such other place as shall be agreed upon by the Representatives and the
Company, on the third business day (unless postponed in accordance with the
provisions of Section 10) following the date of the Terms Agreement or such
other time as shall be agreed upon by the Underwriters and the Company (such
time and date being referred to as the "Closing Time"). Except as specified in
the Terms Agreement, payment shall be made to the Company by wire transfer in
same day funds to the account of the Company specified in the Terms Agreement
against delivery to the Underwriters for the respective accounts of the
Underwriters of the Immediate Delivery Offered Securities to be purchased by
them (unless the Offered Securities are issuable only in the form of one or more
global securities registered in the name of a depository or a nominee of a
depository, in which event the Underwriters' interest in such global securities
shall be noted in a manner satisfactory to the Underwriters and their counsel).
In addition, in the event that any or all of the Option Securities are purchased
by the Underwriters, payment of the purchase price for, and delivery of
certificates representing, such Option Securities shall be made at such place as
shall be agreed upon by the Representatives and the Company, on each Date of
Delivery as agreed by the Representatives and the Company. The Immediate
Delivery Offered Securities shall be in such denominations and registered in
such names as the Underwriters may request in writing at least two business days
prior to the Closing Time or relevant Date of Delivery, as the case may be. The
Immediate Delivery Offered Securities, which if agreed by the Representatives
may be in temporary form, will be made available for examination and packaging
by the Representatives on or before the first business day prior to the Closing
Time or relevant Date of Delivery, as the case may be.

(D) DELAYED DELIVERY CONTRACTS.

                  (i) If authorized by the Terms Agreement, the Underwriters
                  named therein may solicit offers to purchase Offered
                  Securities from the Company pursuant to delayed delivery
                  contracts ("Delayed Delivery Contracts") substantially in the
                  form of Exhibit B hereto, with such changes therein as the
                  Company may approve. As compensation for arranging Delayed
                  Delivery Contracts, the Company will pay to the
                  Representatives at the Closing Time, for the account of the
                  Underwriters, a fee equal to that percentage of the aggregate
                  number or principal amount of Delayed Delivery Offered
                  Securities for which Delayed Delivery Contracts are made at
                  the Closing Time as is specified in the Terms Agreement. Any
                  Delayed Delivery Contracts are to be with institutional
                  investors of the types set forth in the Prospectus Supplement.
                  At the Closing Time the




                                       14
<PAGE>   22

                  Company will enter into Delayed Delivery Contracts (for not
                  less than the minimum principal amount of Delayed Delivery
                  Offered Securities per Delayed Delivery Contract specified in
                  the Terms Agreement) with all purchasers proposed by the
                  Underwriters and previously approved by the Company as
                  provided below, but not for an aggregate number or principal
                  amount of Offered Securities in excess of that specified in
                  the Terms Agreement. The Underwriters will not have any
                  responsibility for the validity or performance of Delayed
                  Delivery Contracts.

                  (ii) The Representatives are to submit to the Company, at
                  least two business days prior to the Closing Time, the names
                  of any institutional investors with which it is proposed that
                  the Company will enter into Delayed Delivery Contracts and the
                  principal amount of Delayed Delivery Offered Securities to be
                  purchased by each of them, and the names of the institutions
                  with which the making of Delayed Delivery Contracts is
                  approved by the Company and the principal amount of Delayed
                  Delivery Offered Securities to be covered by each such Delayed
                  Delivery Contract.

                  (iii) The number or principal amount of Offered Securities
                  agreed to be purchased by the respective Underwriters pursuant
                  to this Agreement shall be reduced by the number or principal
                  amount of Delayed Delivery Offered Securities covered by
                  Delayed Delivery Contracts, as to each Underwriter as set
                  forth in a written notice delivered by the Underwriters to the
                  Company; provided, however, that the total number or principal
                  amount of Immediate Delivery Offered Securities to be
                  purchased by all Underwriters shall be the total amount of the
                  Offered Securities covered by this Agreement, less the total
                  number or principal amount of Delayed Delivery Offered
                  Securities covered by Delayed Delivery Contracts.

3. COVENANTS OF THE COMPANY. The Company covenants with each Underwriter as
follows:

(A) PREPARATION OF PROSPECTUS SUPPLEMENT. Immediately following the execution of
the Terms Agreement, the Company will prepare a Prospectus Supplement in form
approved by the Representatives setting forth the principal amount of Offered
Securities and their terms not otherwise specified in the Indenture, if
applicable, the names of the Underwriters and the number or principal amount of
the Offered Securities which each severally has agreed to purchase, the names of
the Underwriters, the price at which the Offered Securities are to be purchased
by the Underwriters from the Company, the initial public offering price, the
selling concession and reallowance, if any, any delayed delivery arrangements,
and such other information as the Representatives and the Company deem
appropriate in connection with the offering of the Offered Securities. The
Company will promptly transmit copies of the Prospectus Supplement to the
Commission for filing pursuant to Rule 424 of the 1933 Act Regulations and will
furnish to the Underwriters named therein as many copies of the Prospectus
(including the Prospectus Supplement) as the Representatives shall reasonably
request.

(B) CONTINUED COMPLIANCE WITH SECURITIES LAWS. If at any time when the
Prospectus is required by the 1933 Act to be delivered in connection with sales
of the Offered Securities any




                                       15
<PAGE>   23

event shall occur or condition exist as a result of which it is necessary, in
the opinion of counsel for the Underwriters or counsel for the Company, to amend
or supplement the Prospectus in order that the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein not misleading in the light of the
circumstances existing at the time the Prospectus is delivered to a purchaser,
or if it shall be necessary, in the opinion of either such counsel, to amend or
supplement the Registration Statement or the Prospectus in order to comply with
the requirements of the 1933 Act or the 1933 Act Regulations, the Company will
promptly amend the Registration Statement and the Prospectus, whether by filing
documents pursuant to the 1934 Act or the 1933 Act or otherwise, as may be
necessary to correct such untrue statement or omission or to make the
Registration Statement and the Prospectus comply with such requirements.

(C) RULE 158. The Company will make generally available to its security holders
as soon as practicable, but not later than 90 days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 of the 1933 Act Regulations) covering each twelve month period
beginning, in each case, not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in such Rule 158) of the
Registration Statement with respect to each sale of Offered Securities.

(D) FILING OF ADDITIONAL REGISTRATION STATEMENTS OR AMENDMENTS. While the
Prospectus is required by the 1933 Act to be delivered in connection with sales
of the Offered Securities, the Company will give the Representatives notice of
its intention to file any additional registration statement with respect to the
registration of additional Debt Securities, any amendment to the Registration
Statement (including any filing under Rule 462(b)) or any amendment or
supplement to the Prospectus, whether pursuant to the 1934 Act, the 1933 Act or
otherwise; will furnish the Underwriters with copies of any such amendment or
supplement or other documents proposed to be filed a reasonable time in advance
of such proposed filing or use, as the case may be; and will not file any such
amendment or supplement or other documents in a form to which the
Representatives or counsel to the Underwriters reasonably object.

(E) COMPLIANCE WITH COMMISSION REQUESTS AND NOTIFICATION OF RATINGS CHANGES.
While the Prospectus is required by the 1933 Act to be delivered in connection
with sales of the Offered Securities, the Company will notify the
Representatives immediately, and promptly confirm the notice in writing, of (i)
the effectiveness of any amendment to the Registration Statement, (ii) the
transmittal to the Commission for filing of any supplement to the Prospectus or
any document to be filed pursuant to the 1934 Act which will be incorporated by
reference into the Registration Statement or the Prospectus, (iii) the receipt
of any comments from the Commission with respect to the Registration Statement,
the Prospectus or the Prospectus Supplement, (iv) any request by the Commission
for any amendment to the Registration Statement, or any amendment or supplement
to the Prospectus or for additional information, (v) the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose and (vi) any
change in the rating assigned by any nationally recognized statistical rating
organization to any debt securities of the Company or the public announcement by
any nationally recognized statistical rating organization that it has under
surveillance or review, with possible negative implications, its rating of any
debt securities of the Company. The Company will make every reasonable effort to
prevent the issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible moment.



                                       16
<PAGE>   24

(F) DELIVERY OF REGISTRATION STATEMENTS AND PROSPECTUSES. The Company will
deliver to each Underwriter one conformed copy of the Registration Statement (as
originally filed) and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents incorporated by
reference in the Prospectus) and will also deliver to the Representatives as
many conformed copies of the Registration Statement as originally filed and of
each amendment thereto (without exhibits) as the Representatives may reasonably
request. While the Prospectus is required by the 1933 Act to be delivered in
connection with sales of the Offered Securities, the Company will furnish to the
Representatives as many copies of the Prospectus (including the Prospectus
Supplement) as the Representatives reasonably request.

(G) BLUE SKY QUALIFICATIONS. The Company will endeavor, in cooperation with the
Underwriters, to qualify the Offered Securities and any related Underlying
Securities for offering and sale under the applicable securities laws of such
states and other jurisdictions of the United States as the Underwriters may
designate, and will maintain such qualifications in effect for as long as may be
required for the distribution of the Offered Securities; PROVIDED, HOWEVER, that
the Company shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation in any jurisdiction in which it
is not so qualified. The Company will file such statements and reports as may be
required by the laws of each jurisdiction in which the Offered Securities and
any related Underlying Securities have been qualified as above provided. The
Company will promptly advise the Representatives of the receipt by the Company
of any notification with respect to the suspension of the qualification of the
Offered Securities and any related Underlying Securities for sale in any such
state or jurisdiction or the initiating or threatening of any proceeding for
such purpose.

(H) COMPLIANCE WITH 1934 ACT. The Company, during the period when the Prospectus
is required to be delivered under the 1933 Act or the 1934 Act in connection
with sales of the Offered Securities, will file all documents required to be
filed with the Commission pursuant to Sections 13, 14 or 15(d) of the 1934 Act
within the time periods prescribed by the 1934 Act and the 1934 Act Regulations.

(I) RESTRICTION ON OFFERS AND SALES OF SECURITIES. If specified in the Terms
Agreement, between the date of the Terms Agreement and the completion of the
distribution of the Offered Securities or the Closing Time, whichever is later,
or such other time as is specified in the Terms Agreement, the Company will not,
without the prior written consent of the Representatives, offer or sell, grant
any option for the sale of, or enter into any agreement to sell, any securities
of the Company substantially similar to the Offered Securities (other than the
Offered Securities that are to be sold pursuant to such agreement or commercial
paper in the ordinary course of business or as otherwise specified in the Terms
Agreement).

(J) RESERVATION OF SECURITIES. If the applicable Terms Agreement specifies that
any related Underlying Securities include Common Stock, Preferred Stock and/or
Depositary Shares, the Company will reserve and keep available at all times,
free of preemptive or other similar rights, a sufficient number of shares of
Common Stock and/or Preferred Stock, as applicable, for the purpose of enabling
the Company to satisfy any obligations to issue such Underlying Securities upon
exercise of the related Warrants, as applicable, or upon conversion of the
Preferred Stock, Depositary Shares, Senior Debt Securities or Subordinated Debt
Securities, as applicable.



                                       17
<PAGE>   25

(K) LISTING. The Company will use its best efforts to effect the listing of the
Offered Securities and any related Underlying Securities, prior to the Closing
Time, on any national securities exchange or quotation system if and as
specified in the applicable Terms Agreement.

4. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the Underwriters
to purchase Offered Securities pursuant to this Agreement are subject to the
accuracy of the representations and warranties on the part of the Company herein
contained, to the accuracy of the statements which the Company's officers made
in any certificate furnished pursuant to the provisions hereof, to the
performance by the Company of all of its covenants and other obligations
hereunder and under the Terms Agreement, and to the following further
conditions:

(A) EFFECTIVENESS OF REGISTRATION STATEMENT. The Registration Statement,
including any Rule 462(b) Registration Statement, has become effective under the
1933 Act and, at the Closing Time, no stop order suspending the effectiveness of
the Registration Statement or any Rule 462(b) Registration Statement shall have
been issued under the 1933 Act or proceedings therefor initiated or threatened
by the Commission, and any request on the part of the Commission for additional
information shall have been complied with to the reasonable satisfaction of
counsel to the Underwriters.

(B) OPINIONS OF COUNSEL. At the Closing Time, the Underwriters shall have
                         received:

         (i) OPINION OF COUNSEL FOR COMPANY. The favorable opinion, dated as of
         the Closing Time, of Holland & Knight LLP ("H&K"), counsel to the
         Company (or another law firm with respect to a Significant Subsidiary
         located in the United States and organized in a jurisdiction in which
         H&K does not provide such opinion), in form and substance satisfactory
         to counsel for the Underwriters, to the effect as set forth below and
         to such further effect as counsel for the Underwriters may reasonably
         request:

                  (1) The Company is a corporation incorporated and validly
                  existing as a corporation in good standing under the laws of
                  the State of Delaware.

                  (2) The Company has corporate power and authority to own,
                  lease and operate its properties and to conduct its business
                  as described in the Prospectus and to enter into and perform
                  its obligations under this Agreement and the Delayed Delivery
                  Contracts, if any.

                  (3) The Company is duly qualified as a foreign corporation to
                  transact business and is in good standing in each jurisdiction
                  in which such qualification is required, whether by reason of
                  the ownership or leasing of property or the conduct of
                  business, except where the failure to so qualify or to be in
                  good standing would not result in a Material Adverse Effect.

                  (4) If applicable, the authorized, issued and outstanding
                  capital stock of the Company is as set forth in the Prospectus
                  under the caption "Capitalization" (except for subsequent
                  issuances, if any, pursuant to reservations, agreements or
                  employee benefit plans referred to in the Prospectus or
                  pursuant to the exercise of convertible securities or options
                  referred to in the Prospectus); the shares of issued and
                  outstanding capital stock have been duly authorized and
                  validly issued and



                                       18
<PAGE>   26

                  are fully paid and non-assessable; to such counsel's
                  knowledge, none of the outstanding shares of capital stock of
                  the Company was issued in violation of the preemptive or other
                  similar rights of any securityholder of the Company.

                  (5) This Agreement and the applicable Delayed Delivery
                  Contracts, if any, have been duly authorized, executed and
                  delivered by the Company.

                  (6) If the Offered Securities include Common Stock, such
                  Offered Securities have been, or as of the date of the
                  applicable Terms Agreement will have been, duly authorized by
                  the Company for issuance and sale pursuant to this Agreement.
                  Such Offered Securities, when issued and delivered by the
                  Company pursuant to this Agreement against payment of the
                  consideration therefor specified in this Agreement, will be
                  validly issued, fully paid and non-assessable and will not be
                  subject to preemptive or other similar rights of any
                  securityholder of the Company. No holder of such Offered
                  Securities is or will be subject to personal liability solely
                  by reason of being such a holder. The form of certificate used
                  to evidence the Offered Securities is in due and proper form
                  and complies with all applicable statutory requirements, with
                  any applicable requirements of the Company's charter and
                  by-laws and with the requirements of the New York Stock
                  Exchange.

                  (7) If the Offered Securities include Preferred Stock and/or
                  Depositary Shares, such Offered Securities have been, or as of
                  the date of the applicable Terms Agreement will have been,
                  duly authorized by the Company for issuance and sale pursuant
                  to this Agreement. The applicable Preferred Stock, when issued
                  and delivered by the Company pursuant to this Agreement
                  against payment of the consideration therefor, or for the
                  related Depositary Shares, as the case may be, specified in
                  the applicable Terms Agreement, will be validly issued, fully
                  paid and non-assessable and will not be subject to preemptive
                  or other similar rights of any securityholder of the Company.
                  In addition, upon deposit by the Company of any Preferred
                  Stock represented by Depositary Shares with the applicable
                  Depositary and the execution and delivery by such Depositary
                  of the Depositary Receipts evidencing such Depositary Shares,
                  in each case pursuant to the applicable Deposit Agreement,
                  such Depositary Shares will represent legal and valid
                  interests in such Preferred Stock. No holder of such Preferred
                  Stock or Depositary Receipts evidencing Depositary Shares is
                  or will be subject to personal liability solely by reason of
                  being such a holder. The applicable Certificate of
                  Designations, Preferences and Rights will be in full force and
                  effect prior to the Closing Time. The form of certificate used
                  to evidence the Preferred Stock is in due and proper form and
                  complies with all applicable statutory requirements, with any
                  applicable requirements of the Company's charter and by-laws
                  and with the requirements of the exchange or system, if any,
                  on which the Offered Securities are listed or admitted for
                  trading, as the case may be.

                  (8) If the Offered Securities include Depositary Shares or if
                  Debt Securities are convertible into Depositary Shares
                  representing Preferred Stock, the applicable Deposit Agreement
                  has been, or prior to the issuance of such Depositary Stock




                                       19
<PAGE>   27

                  will have been, duly authorized, executed and delivered by the
                  Company and, upon such authorization, execution and delivery,
                  and assuming due authorization, execution and delivery by the
                  applicable Depositary of the applicable Deposit Agreement,
                  will constitute a valid and binding agreement of the Company,
                  enforceable against the Company in accordance with its terms,
                  except as enforcement thereof may be limited by bankruptcy,
                  insolvency (including, without limitation, all laws relating
                  to fraudulent transfers), reorganization, moratorium or other
                  similar laws affecting the enforcement of creditors' rights
                  generally or by general equitable principles (regardless of
                  whether enforcement is considered in a proceeding in equity or
                  at law). Each registered holder of a Depositary Receipt under
                  the applicable Deposit Agreement will be entitled to the
                  proportional rights, preferences and limitations of the
                  Preferred Stock represented by the Depositary Shares evidenced
                  by such Depositary Receipt and to such other rights as are
                  granted to such registered holder in such Deposit Agreement.

                  (9) If the Offered Securities include Senior Debt Securities
                  and/or Subordinated Debt Securities, or if Preferred Stock is,
                  or Depositary Shares representing Preferred Stock are
                  convertible into Debt Securities, each applicable Indenture
                  has been, or prior to the issuance of the Debt Securities
                  thereunder will have been, duly authorized, executed and
                  delivered by the Company and (assuming each applicable
                  Indenture has been duly authorized, executed and delivered by
                  the applicable Trustee) constitutes a legal, valid and binding
                  agreement of the Company, enforceable in accordance with its
                  terms, except as enforcement thereof may be limited by
                  bankruptcy, insolvency, reorganization, moratorium or other
                  similar laws relating to or affecting enforcement of
                  creditors' rights generally or by general equity principles,
                  and further as enforcement thereof may be limited by (A)
                  requirements that a claim with respect to any Offered
                  Securities denominated other than in U.S. dollars (or a
                  foreign currency or composite currency judgment in respect of
                  such claim) be converted into U.S. dollars at a rate of
                  exchange prevailing on a date determined pursuant to
                  applicable law or (B) governmental authority to limit, delay
                  or prohibit the making of payments outside the United States.

                  (10) If the Offered Securities include Secured Senior Debt
                  Securities, or if Preferred Stock is, or Depositary Shares
                  representing Preferred Stock are, convertible into Secured
                  Senior Debt Securities, each applicable Security Document has
                  been, or prior to the issuance of the Secured Senior Debt
                  Securities thereunder will have been, duly authorized,
                  executed and delivered by the Company and (assuming each
                  applicable Security Document has been duly authorized,
                  executed and delivered by the other parties thereto)
                  constitutes a legal, valid and binding agreement of the
                  Company, enforceable in accordance with its terms, except as
                  enforcement thereof may be limited by bankruptcy, insolvency,
                  reorganization, moratorium or other similar laws relating to
                  or affecting enforcement of creditors' rights generally or by
                  general equity principles; and in the opinion of such counsel
                  (or other appropriate counsel if the opinion relates to a
                  jurisdiction as to which H&K does not provide such opinion)
                  the Pledge Agreement, together with delivery of the
                  certificates evidencing the Pledged



                                       20
<PAGE>   28

                  Shares and stock powers executed by the Company in blank to
                  the Collateral Agent, will create a perfected security
                  interest in the Pledged Shares in favor of such Collateral
                  Agent for the benefit of the holders of the Secured Senior
                  Debt Securities and the other persons specified in the Pledge
                  Agreement, free of any adverse claims, subject to such
                  exceptions and qualifications as are set forth in the opinion
                  delivered to the holders of obligations secured equally and
                  ratably with the Secured Senior Debt Securities and reasonably
                  acceptable to the Company and the Underwriters.

                  (11) If the Offered Securities include Senior Debt Securities
                  and/or Subordinated Debt Securities, such Offered Securities,
                  have been or as at the date of the applicable Terms Agreement
                  will have been, duly authorized for issuance, offer and sale
                  pursuant to this Agreement and, when issued, authenticated and
                  delivered pursuant to the provisions of this Agreement, any
                  Delayed Delivery Contract and the Indenture against payment of
                  the consideration therefor, will constitute valid and legally
                  binding obligations of the Company, enforceable in accordance
                  with their terms, except as enforcement thereof may be limited
                  by bankruptcy, insolvency, reorganization, moratorium or other
                  similar laws relating to or affecting enforcement of
                  creditors' rights generally or by general equity principles,
                  and except further as enforcement thereof may be limited by
                  (A) requirements that a claim with respect to any Offered
                  Securities denominated other than in U.S. dollars (or a
                  foreign currency or composite currency judgment in respect of
                  such claim) be converted into U.S. dollars at a rate of
                  exchange prevailing on a date determined pursuant to
                  applicable law or (B) governmental authority to limit, delay
                  or prohibit the making of payments outside the United States;
                  and each holder of Offered Securities will be entitled to the
                  benefits of such Indenture.

                  (12) If the Offered Securities include Warrants, such Offered
                  Securities have been, or as of the date of the applicable
                  Terms Agreement will have been, duly authorized by the Company
                  for issuance and sale pursuant to this Agreement. Such Offered
                  Securities, when issued and authenticated in the manner
                  provided for the applicable Warrant Agreement and delivered
                  against payment of the consideration therefor specified in the
                  applicable Terms Agreement, will constitute valid and binding
                  obligations of the Company, entitled to the benefits provided
                  by such Warrant Agreement and enforceable against the Company
                  in accordance with their terms, except as enforcement thereof
                  may be limited by bankruptcy, insolvency (including, without
                  limitation, all laws relating to fraudulent transfers),
                  reorganization, moratorium or other similar laws affecting the
                  enforcement of creditors' rights generally or by general
                  equitable principles (regardless of whether enforcement is
                  considered in a proceeding in equity or at law).

                  (13) If the Offered Securities include Warrants, each
                  applicable Warrant Agreement has been, or prior to the
                  issuance of such Offered Securities will have been, duly
                  authorized, executed and delivered by the Company and, upon
                  such authorization, execution



                                       21
<PAGE>   29

                  and delivery, and assuming due authorization, execution and
                  delivery of the applicable Warrant Agent of the applicable
                  Warrant Agreement, will constitute a valid and binding
                  agreement of the Company, enforceable against the Company in
                  accordance with its terms, except as enforcement thereof may
                  be limited by bankruptcy, insolvency (including, without
                  limitation, all laws relating to fraudulent transfers),
                  reorganization, moratorium or other similar laws affecting the
                  enforcement of creditors' rights generally or by general
                  equitable principles (regardless of whether enforcement is
                  considered in a proceeding in equity or at law).

                  (14) If the Underlying Securities related to the Offered
                  Securities include Common Stock, Preferred Stock or Depositary
                  Shares, such Underlying Securities have been, or as of the
                  date of the applicable Terms Agreement will have been, duly
                  authorized and reserved for issuance by the Company upon
                  exercise of the Common Stock Warrants or Preferred Stock
                  Warrants, as applicable, or upon conversion of the related
                  Preferred Stock, Depositary Shares, Senior Debt Securities or
                  Subordinated Debt Securities, as applicable. If the Underlying
                  Securities include Common Stock or Preferred Stock, such
                  Underlying Securities, when issued upon such exercise or
                  conversion, as applicable, will be validly issued, fully paid
                  and non-assessable and will not be subject to preemptive or
                  other similar rights of any securityholder of the Company. If
                  the Underlying Securities include Depositary Shares, such
                  Underlying Securities, upon deposit by the Company of the
                  Preferred Stock represented thereby with the applicable
                  Depositary and the execution and delivery by such Depositary
                  of the Depositary Receipts evidencing such Depositary Shares,
                  in each case pursuant to the applicable Deposit Agreement,
                  will represent legal and valid interests in such Preferred
                  Stock. No holder of such Common Stock, Preferred Stock or
                  Depositary Receipts evidencing Depository Shares is or will be
                  subject to personal liability solely by reason of being such a
                  holder. If the Underlying Securities related to the Offered
                  Securities include Senior Debt Securities and/or Subordinated
                  Debt Securities, such Underlying Securities have been, or as
                  of the date of the applicable Terms Agreement will have been,
                  duly authorized for issuance by the Company upon the exercise
                  of the Debt Security Warrants or upon conversion of the
                  related Preferred Stock or Depositary Shares, as applicable.
                  Such Underlying Securities, when issued and authenticated in
                  the manner provided for in the applicable Indenture and
                  delivered in accordance with the terms of the Debt Security
                  Warrants or the related Preferred Stock or Depositary Shares,
                  as applicable, will constitute valid and binding obligations
                  of the Company, enforceable against the Company in accordance
                  with their terms, except as the enforcement thereof may be
                  limited by bankruptcy, insolvency (including, without
                  limitation, all laws relating to fraudulent transfers),
                  reorganization, moratorium or other similar laws affecting the
                  enforcement of creditors' rights generally or by general
                  equitable principles (regardless of whether enforcement is
                  considered in a proceeding in equity or at law), and except
                  further as enforcement thereof may be limited by requirements
                  that a claim with respect to any Debt Securities payable in a
                  foreign or composite currency (or a foreign or composite
                  currency judgment in respect of such claim) be converted into
                  U.S. dollars at a rate of exchange prevailing on a date
                  determined pursuant to



                                       22
<PAGE>   30

                  applicable law or by governmental authority to limit, delay or
                  prohibit the making of payments outside the United States.

                  (15) The Offered Securities and each applicable Indenture,
                  Security Document, Deposit Agreement and Warrant Agreement, as
                  of each Representation Date, and any Underlying Securities,
                  when issued and delivered in accordance with the terms of the
                  related Offered Securities, will conform in all material
                  respects to the statements relating thereto contained in the
                  Prospectus and will be in substantially the form filed or
                  incorporated by reference, as the case may be, as an exhibit
                  to the Registration Statement; and the statements in the
                  Prospectus under the captions "Description of Notes" and
                  "Description of Debt Securities", insofar as they purport to
                  summarize certain provisions of documents specifically
                  referred to therein, are accurate summaries of such
                  provisions.

                  (16) Each Significant Subsidiary(2) located in the United
                  States is a corporation incorporated and validly existing as a
                  corporation in good standing under the laws of the
                  jurisdiction of its incorporation, has corporate power and
                  authority to own, lease and operate its properties and conduct
                  its business as described in the Prospectus, and is duly
                  qualified as a foreign corporation to transact business and is
                  in good standing in each jurisdiction in which such
                  qualification is required, except where the failure to so
                  qualify or to be in good standing would not result in a
                  Material Adverse Effect; except as otherwise disclosed in the
                  Registration Statement, all of the issued and outstanding
                  capital stock of each Significant Subsidiary located in the
                  United States has been duly authorized and validly issued, is
                  fully paid and non-assessable, and to such counsel's
                  knowledge, is owned by the Company, directly or through
                  subsidiaries, free and clear of any security interest,
                  mortgage, pledge, lien, encumbrance, claim or equity (except
                  as described in the Prospectus); to such counsel's knowledge,
                  none of the outstanding shares of capital stock of any
                  Significant Subsidiary was issued in violation of the
                  preemptive or similar rights of any security holder of such
                  Significant Subsidiary.

                  (17) The Registration Statement, including any Rule 462(b)
                  Registration Statement, has been declared effective under the
                  1933 Act; any required filing of the Prospectuses pursuant to
                  Rule 424(b) has been made in the manner and within the time
                  period required by Rule 424(b); and, to the best of such
                  counsel's knowledge, no stop order suspending the
                  effectiveness of the Registration Statement or any Rule 462(b)
                  Registration Statement has been issued under the 1933 Act and
                  no proceedings for that purpose have been instituted or are
                  pending or threatened by the Commission.


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

2        If the Offered Securities are Secured Senior Debt Securities, the
         opinions in this paragraph will cover each Significant Subsidiary and
         Pledged Subsidiary located in the United States.




                                       23
<PAGE>   31

                  (18) The Registration Statement, including any Rule 462(b)
                  Registration Statement, or any information deemed to be part
                  of the Registration Statement pursuant to Rule 430A(b) or Rule
                  434 of the 1933 Act Regulations, as applicable, the
                  Prospectuses, excluding the documents incorporated by
                  reference therein, and each amendment or supplement to the
                  Registration Statement and the Prospectuses, excluding the
                  documents incorporated by reference therein, as of their
                  respective effective or issue dates (other than the financial
                  statements and supporting schedules included therein or
                  omitted therefrom and other than those parts of the
                  Registration Statement that constitute the Form T-1, as to
                  which such counsel need express no opinion) complied as to
                  form in all material respects with the requirements of the
                  1933 Act and the 1933 Act Regulations.

                  (19) The documents incorporated by reference in the
                  Prospectuses (other than the financial statements and
                  supporting schedules included therein or omitted therefrom, as
                  to which such counsel need express no opinion), when they were
                  filed with the Commission, complied as to form in all material
                  respects with the requirements of the 1934 Act and the 1934
                  Act Regulations.

                  (20) To such counsel's knowledge and except as described in
                  the Prospectus, there is not pending or threatened any action,
                  suit, proceeding, inquiry or investigation, to which the
                  Company or any subsidiary is a party, or to which the property
                  of the Company or any subsidiary is subject, before or brought
                  by any court or governmental agency or body, domestic or
                  foreign, which might reasonably be expected to result in a
                  Material Adverse Effect, or which might reasonably be expected
                  to materially and adversely affect the properties or assets
                  thereof or the consummation of the transactions contemplated
                  in this Agreement, the Delayed Delivery Contracts, if
                  applicable, or any applicable Indenture, Warrant Agreement or
                  Deposit Agreement, or the performance by the Company of its
                  obligations hereunder or thereunder.

                  (21) The information in, or incorporated by reference into,
                  the Prospectus under the captions entitled "Facilities",
                  "Legal Proceedings", "Certain Federal Income Tax
                  Considerations" or any similar caption or captions, if
                  applicable, and in the Registration Statement under Item 15,
                  to the extent that it constitutes matters of law, summaries of
                  legal matters, the Company's charter and bylaws or legal
                  proceedings, or legal conclusions, has been reviewed by such
                  counsel and is correct in all material respects; and, if
                  applicable, the opinion of the firm set forth under "Certain
                  Federal Income Tax Considerations" or any similar caption, if
                  applicable, is confirmed.

                  (22) All descriptions in the Prospectus of contracts and other
                  documents to which the Company or its subsidiaries are a party
                  are accurate in all material respects; to the best of such
                  counsel's knowledge, there are no franchises, contracts,
                  indentures, mortgages, loan agreements, notes, leases or other
                  instruments required to be described or referred to in the
                  Registration Statement or to be filed as exhibits thereto
                  other than those described or referred to therein or filed or




                                       24
<PAGE>   32

                  incorporated by reference as exhibits thereto, and the
                  descriptions thereof or references thereto are correct in all
                  material respects.

                  (23) To such counsel's knowledge, no filing with, or
                  authorization, approval, consent, license, order,
                  registration, qualification or decree of, any court or
                  governmental authority or agency, domestic or foreign (other
                  than under the 1933 Act and the 1933 Act Regulations, which
                  have been obtained, or as may be required under the securities
                  or blue sky laws of the various states, as to which such
                  counsel need express no opinion) is necessary or required in
                  connection with the due authorization, execution and delivery
                  of this Agreement, the Delayed Delivery Contracts, if
                  applicable, or any applicable Indenture, Security Document,
                  Warrant Agreement or Deposit Agreement or for the offering,
                  issuance, sale or delivery of the Offered Securities.

                  (24) The execution, delivery and performance of this
                  Agreement, any Delayed Delivery Contracts and each applicable
                  Indenture, Security Document, Warrant Agreement and Deposit
                  Agreement, and the consummation of the transactions
                  contemplated herein and therein and in the Registration
                  Statement (including the issuance and sale of the Offered
                  Securities, and the use of the proceeds from the sale of the
                  Offered Securities as described in the Prospectus under the
                  caption "Use Of Proceeds" and the issuance of any Underlying
                  Securities) and compliance by the Company with its obligations
                  hereunder and under any Delayed Delivery Contracts, the
                  Indenture and the Security Documents do not and will not,
                  whether with or without the giving of notice or lapse of time
                  or both, conflict with or constitute a breach of, or default
                  or Repayment Event under or result in the creation or
                  imposition of any lien, charge or encumbrance upon any
                  property or assets of the Company or any subsidiary pursuant
                  to any contract, indenture, mortgage, deed of trust, loan or
                  credit agreement, note, lease or any other agreement or
                  instrument, known to such counsel, to which the Company or any
                  subsidiary is a party or by which it or any of them may be
                  bound, or to which any of the property or assets of the
                  Company or any subsidiary is subject (except for such
                  conflicts, breaches or defaults or liens, charges or
                  encumbrances that would not have a Material Adverse Effect),
                  nor will such action result in any violation of the provisions
                  of the charter or by-laws of the Company or any subsidiary, or
                  any applicable law, statute, rule, regulation, judgment,
                  order, writ or decree, known to us, of any government,
                  government instrumentality or court, domestic or foreign,
                  having jurisdiction over the Company or any subsidiary or any
                  of their respective properties, assets or operations.

                  (25) The Company is not, and upon the issuance and sale of the
                  Offered Securities as contemplated in this Agreement and the
                  application of the net proceeds therefrom as described in the
                  Prospectus will not be, an "investment company" or an entity
                  "controlled" by an "investment company," as such terms are
                  defined in the 1940 Act.

                  (26) If the Offered Securities include Debt Securities, the
                  applicable Indenture has been duly qualified under the 1939
                  Act.



                                       25
<PAGE>   33

                  In rendering such opinion, such counsel may rely, as to
                  matters of fact (but not as to legal conclusions), to the
                  extent they deem proper, on certificates of responsible
                  officers of the Company and public officials. Such opinion
                  shall not state that it is to be governed or qualified by, or
                  that it is otherwise subject to, any treatise, written policy
                  or other document relating to legal opinions, including,
                  without limitation, the Legal Opinion Accord of the ABA
                  Section of Business Law (1991).

         (ii) OPINION OF LOCAL COUNSEL FOR COMPANY'S NON-U.S. SUBSIDIARIES. The
         favorable opinion, dated as of Closing Time, of each local counsel for
         the Company's non-U.S. Significant Subsidiaries, in form and substance
         satisfactory to counsel for the Underwriters as to each such
         subsidiary, to the effect as set forth below and to such further effect
         as counsel for the Underwriters may reasonably request:

                  (1) The subsidiary has been incorporated and is validly
                  existing as a corporation in good standing under the laws of
                  the jurisdiction of its incorporation, has corporate power and
                  authority to own, lease and operate its properties and to
                  conduct its business as described in the Prospectus and is
                  duly qualified as a foreign corporation to transact business
                  and is in good standing in each jurisdiction in which such
                  qualification is required, whether by reason of the ownership
                  or leasing of property or the conduct of business, except
                  where the failure so to qualify or to be in good standing
                  would not result in a Material Adverse Effect.

                  (2) Except as otherwise disclosed in the Registration
                  Statement, all of the issued and outstanding capital stock of
                  the subsidiary has been duly authorized and validly issued, is
                  fully paid and non-assessable and, to such counsel's
                  knowledge, is owned by the Company, directly or through
                  subsidiaries, free and clear of any security interest,
                  mortgage, pledge, lien, encumbrance, claim or equity.

                  (3) None of the outstanding shares of capital stock of the
                  subsidiary was issued in violation of the preemptive or
                  similar rights of any of its securityholders.

                  (4) To such counsel's knowledge, there is not pending or
                  threatened any action, suit, proceeding, inquiry or
                  investigation, to which the subsidiary is a party, or to which
                  the property of the subsidiary is subject, before or brought
                  by any court or governmental agency or body, domestic or
                  foreign, which might reasonably be expected to result in a
                  Material Adverse Effect, or which might reasonably be expected
                  to materially and adversely affect the properties or assets
                  thereof or the consummation of the transactions contemplated
                  in this Agreement.

                  In rendering such opinion, such counsel may rely, as to
                  matters of fact (but not as to legal conclusions), to the
                  extent they deem proper, on certificates of responsible
                  officers of the Company and public officials. Such opinion
                  shall not state that it is to be governed or qualified by, or
                  that it is otherwise subject to, any treatise, written policy
                  or other document relating to legal opinions, including,
                  without



                                       26
<PAGE>   34

                  limitation, the Legal Opinion Accord of the ABA Section of
                  Business Law (1991).

         (iii) OPINION OF PATENT COUNSEL FOR THE COMPANY. The favorable opinion,
         dated as of Closing Time, of Holland & Knight LLP, patent counsel for
         the Company, in form and substance satisfactory to counsel for the
         Underwriters, to the effect as set forth below and to such further
         effect as counsel for the Underwriters may reasonably request:

                  (1) Such counsel has read the information under the caption
                  "Business - Proprietary Rights" or any similar caption
                  included or incorporated by reference in the Prospectus and
                  has no reason to believe that the aforementioned section of
                  such Prospectus is inaccurate with respect to the description
                  set forth therein of any legal matters, documents or
                  proceedings or the patents, licenses, trade secrets,
                  trademarks, service marks and other proprietary information
                  and materials (collectively, "Intellectual Property") owned or
                  used by the Company.

                  (2) Except as set forth in the aforementioned section of the
                  Prospectus, to such counsel's knowledge, there are no legal or
                  governmental proceedings pending relating to the Intellectual
                  Property owned or used by the Company other than the review of
                  the pending patent application.

                  (3) Except as set forth in the aforementioned section of the
                  Prospectus, the Company (A) is not infringing or otherwise
                  violating any rights to Intellectual Property owned by others
                  and (B) is not subject to any current claim or notice of
                  infringement or other violation of any Intellectual Property
                  owned by others.

                  (4) Such counsel is familiar with the pending patent
                  applications filed by the Company (the "Applications") and the
                  Letters Patent issued to the Company (the "Patents") and (A)
                  to such counsel's knowledge, the Company is the assignee of
                  record of the Applications and the Patents and (B) the
                  Applications have been filed on behalf of the Company with the
                  U.S. Patent and Trademark Office (the "PTO") in accordance
                  with the rules and regulations of the PTO and the Applications
                  have been awarded a filing date by the PTO.

                  In rendering such opinion, such counsel may rely, as to
                  matters of fact (but not as to legal conclusions), to the
                  extent they deem proper, on certificates of responsible
                  officers of the Company and public officials. Such opinion
                  shall not state that it is to be governed or qualified by, or
                  that it is otherwise subject to, any treatise, written policy
                  or other document relating to legal opinions, including,
                  without limitation, the Legal Opinion Accord of the ABA
                  Section of Business Law (1991).

         (iv) OPINION OF COUNSEL FOR UNDERWRITERS. The favorable opinion, dated
         as of the Closing Time, of Brown & Wood LLP, counsel for the
         Underwriters, with respect to the matters set forth in clauses (1), (5)
         through (9), (11) through (15), (17), (18) and (26) (in each case, as
         applicable), of subsection (b)(i) of this Section.





                                       27
<PAGE>   35

         (v) In giving their opinions required by subsection (b)(i) and (b)(iv),
         respectively, of this Section 4, Holland & Knight LLP and Brown & Wood
         LLP shall each additionally state that in the course of the preparation
         of the Registration Statement and the Prospectus such counsel has
         considered the information set forth therein in light of the matters
         required to be set forth therein, and has participated in conferences
         with officers and representatives of the Company, including its
         independent public accountants, during the course of which the contents
         of the Registration Statement and the Prospectus and related matters
         were discussed. Such counsel need not independently check the accuracy
         or completeness of, or otherwise verify, and accordingly need not pass
         upon, and accordingly need not assume responsibility for, the accuracy,
         completeness or fairness of the statements contained in the
         Registration Statement or the Prospectus (except as set forth in items
         (15), (21), (22) and (26) of the opinion set forth in subsection
         (b)(i)). Such counsel shall additionally state that, however, as a
         result of such consideration and participation, nothing has come to
         such counsel's attention which causes such counsel to believe that the
         Registration Statement, at the time it became effective (or, if an
         amendment to the Registration Statement or an Annual Report on Form
         10-K has been filed by the Company with the Commission subsequent to
         the effectiveness of the Registration Statement, then at the time such
         amendment became effective or at the time of the most recent such
         filing, as the case may be), contained an untrue statement of a
         material fact or omitted to state a material fact required to be stated
         therein or necessary in order to make the statements therein not
         misleading or that the Prospectus or any amendment or supplement
         thereto, at the time the Prospectus was issued at the time any such
         amendment or supplement was issued, or at the Closing Time, included or
         includes an untrue statement of a material fact or omitted or omits to
         state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading (it being understood that such counsel need express no
         belief with respect to the financial statements and other financial
         data contained in the Registration Statement (including the Prospectus)
         or those parts of the Registration Statement which constitute the Form
         T-1).

(C) OFFICER'S CERTIFICATE. At the Closing Time, there shall not have been, since
the date of the Terms Agreement or since the respective dates as of which
information is given in the Registration Statement and the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
results of operations, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and the Representatives shall have received a
certificate of the President or a Vice President of the Company and of the chief
financial or chief accounting officer of the Company, dated as of the Closing
Time, to the effect that (i) there has been no such material adverse change with
respect to the Company and its subsidiaries, (ii) the representations and
warranties of the Company contained in Section 1 are true and correct as of the
Closing Time, (iii) the Company has performed or complied with all agreements
and satisfied all conditions on its part to be performed or satisfied at or
prior to the date of such certificate and (iv) no stop order suspending the
effectiveness of the Registration Statement or any Rule 462(b) Registration
Statement has been issued and no proceedings for that purpose have been
initiated or threatened




                                       28
<PAGE>   36

by the Commission. As used in this Section 4(c), the term "Prospectus" means the
Prospectus in the form first provided to the applicable Underwriter or
Underwriters for use in confirming sales of the Offered Securities.

(D) ACCOUNTANTS' COMFORT LETTERS.

                  (i) On the date of the Terms Agreement, the Representatives
                  shall have received a letter from KPMG LLP (and each other
                  independent accountants with respect to financial statements
                  included in the Registration Statement and the Prospectus),
                  dated as of the date thereof and in form and substance
                  satisfactory to the Representatives, together with signed or
                  reproduced copies of such letter for each of the other
                  Underwriters, containing statements and information of the
                  type ordinarily included in accountants' "comfort letters" to
                  underwriters with respect to the financial statements and
                  certain financial information contained in the Registration
                  Statement and the Prospectus.

                  (ii) At the Closing Time, the Underwriters shall have received
                  from KPMG LLP (and each other applicable independent
                  accountants), a letter, dated as of the Closing Time, to the
                  effect that they reaffirm the statements made in the letter
                  furnished pursuant to subsection (d)(i) of this Section,
                  except that the specified date referred to shall be a date not
                  more than three business days prior to the Closing Time.

(E) APPROVAL OF LISTING. At Closing Time, the Offered Securities shall have been
approved for listing, subject only to official notice of issuance, on the
securities exchanges, if any, specified in the applicable Terms Agreement.

(F) NO OBJECTION. If the Registration Statement or an offering of Offered
Securities has been filed with the NASD for review, the NASD shall not have
raised any objection with respect to the fairness and reasonableness of the
underwriting terms and arrangements.

(G) LOCK-UP AGREEMENTS. On the date of the applicable Terms Agreement, the
Representatives shall have received, in form and substance satisfactory to them,
each lock-up agreement, if any, specified in such Terms Agreement as being
required to be delivered by the persons listed therein.

(H) ADDITIONAL DOCUMENTS. At the Closing Time, counsel for the Underwriters
shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Offered Securities as herein contemplated and related
proceedings or in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of the Offered Securities as herein and in the Terms
Agreement contemplated shall be satisfactory in form and substance to the
Representatives.

(I) CONDITIONS TO PURCHASE OF OPTION SECURITIES. In the event that the Terms
Agreement provides for Option Securities and the Underwriters exercise their
option pursuant to Section 2(b) hereof to purchase all or any portion of the
Option Securities, the representations and warranties of the




                                       29
<PAGE>   37

Company contained herein and the statements in any certificates furnished by the
Company hereunder shall be true and correct as of each Date of Delivery, and the
Underwriters shall have received:

                  (i) Unless the Date of Delivery is the Closing Time, a
                  certificate, dated such Date of Delivery, of the Chief
                  Executive Officer, President or a Vice President and the
                  Treasurer, the Assistant Treasurer, the principal financial
                  officer or principal accounting officer of the Company, in
                  their capacities as such, confirming that the certificate
                  delivered at the Closing Time pursuant to Section 4(c) hereof
                  remains true and correct as of such Date of Delivery.

                  (ii) The favorable opinion of Holland & Knight LLP, counsel
                  for the Company, each local counsel for the Company's non-U.S.
                  Significant Subsidiaries and Holland & Knight LLP, patent
                  counsel for the Company, in form and substance satisfactory to
                  counsel for the Underwriters, dated such Date of Delivery,
                  relating to the Option Securities and otherwise substantially
                  to the same effect as the opinions required by subsections
                  (i), (ii) and (iii) of Section 4(b) hereof.

                  (iii) The favorable opinion of Brown & Wood LLP, counsel for
                  the Underwriters, dated such Date of Delivery, relating to the
                  Option Securities and otherwise to the same effect as the
                  opinion required by subsection (iv) to Section 4(b) hereof.

                  (iv) Unless the Date of Delivery is the Closing Time, a letter
                  from KPMG LLP (and each other applicable independent
                  accountants), in form and substance satisfactory to the
                  Underwriters and dated such Date of Delivery, substantially
                  the same in scope and substance as the letter furnished to the
                  Underwriters at the Closing Time pursuant to Section 4(d)
                  hereof, except that the "specified date" in the letter shall
                  be a date not more than three days prior to such Date of
                  Delivery.

If any condition specified in this Section shall not have been fulfilled when
and as required to be fulfilled, this Agreement may be terminated by the
Representatives by notice to the Company at any time at or prior to the Closing
Time, and such termination shall be without liability of any party to any other
party except as provided in Section 5.

5. PAYMENT OF EXPENSES. The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including:

the preparation and filing of the Registration Statement, including any Rule
462(b) Registration Statement, and all amendments thereto and the Prospectus and
any amendments or supplements thereto;

the preparation, filing and reproduction of this Agreement and the Delayed
Delivery Contract(s), if applicable;



                                       30
<PAGE>   38

the preparation, printing, issuance and delivery of the Offered Securities and
any related Underlying Securities, including any fees and expenses relating to
the eligibility and issuance of Offered Securities and any related Underlying
Securities in book-entry form;

the fees and disbursements of the Company's accountants and counsel, of each
Trustee, any Warrant Agent and any Depositary and their respective counsel, and
of any calculation agent or exchange rate agent;

except as otherwise provided in the Terms Agreement, the reasonable fees and
disbursements of counsel to the Underwriters;

the qualification of the Offered Securities and any related Underlying
Securities under state securities laws in accordance with the provisions of
Section 3(k) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of any Blue Sky or Legal Investment Survey;

the printing and delivery to the Underwriters in quantities as hereinabove
stated of copies of the Registration Statement and any amendments thereto, and
of the Prospectus and any amendments or supplements thereto, and the delivery by
the Underwriters of the Prospectus and any amendments or supplements thereto in
connection with solicitations or confirmations of sales of the Offered
Securities;

the preparation, reproducing and delivery to the Underwriters of copies of the
applicable Indenture, any Warrant Agreement or Deposit Agreement, as applicable,
and all amendments, supplements and modifications thereto;

any fees charged by nationally recognized statistical rating organizations for
the rating of the Offered Securities and any related Underlying Securities;

the fees and expenses incurred in connection with any listing of Offered
Securities and any related Underlying Securities on a securities exchange;

the fees and expenses incurred with respect to any filing with the National
Association of Securities Dealers, Inc.;

any out-of-pocket expenses of the Underwriters incurred with the approval of the
Company; and

the cost of providing any CUSIP or other identification numbers for the Offered
Securities and any related Underlying Securities.

If this Agreement is terminated by the Underwriters in accordance with the
provisions of Section 9, the Company shall reimburse the Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.




                                       31
<PAGE>   39

6. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                  (i) against any and all loss, liability, claim, damage and
                  expense whatsoever, as incurred, arising out of any untrue
                  statement or alleged untrue statement of a material fact
                  contained in the Registration Statement (or any amendment
                  thereto), including any Rule 462(b) Registration Statement,
                  including information deemed to be part of the Registration
                  Statement pursuant to Rule 430A(b) or Rule 434 of the 1933 Act
                  Regulations, if applicable, or the omission or alleged
                  omission therefrom of a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading or arising out of any untrue statement or alleged
                  untrue statement of a material fact included in any
                  preliminary prospectus or the Prospectus (or any amendment or
                  supplement thereto) or the omission or alleged omission
                  therefrom of a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
                  expense whatsoever, as incurred, to the extent of the
                  aggregate amount paid in settlement of any litigation, or
                  investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission; provided that (subject
                  to Section 6(d) below) such settlement is effected with the
                  written consent of the Company, which consent shall not be
                  unreasonably withheld; and

                  (iii) against any and all expense whatsoever, as incurred
                  (including the fees and expenses of counsel chosen by such
                  Underwriter), reasonably incurred in investigating, preparing
                  or defending against any litigation, or any investigation or
                  proceeding by any governmental agency or body, commenced or
                  threatened, or any claim whatsoever based upon any such untrue
                  statement or omission, or any such alleged untrue statement or
                  omission, to the extent that any such expense is not paid
                  under (i) or (ii) above.

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter expressly for use in the Registration Statement (or any amendment
thereto), any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto); and PROVIDED FURTHER that the Company will not be liable to
any Underwriter with respect to any preliminary prospectus to the extent that
the Company shall sustain the burden of proving that any such loss, liability,
claim, damage or expense resulted from the fact that such Underwriter, in
contravention of a requirement of applicable law, sold Offered Securities to a
person to whom such Underwriter failed to send or give, at or prior to the
Closing Time, a copy of the Prospectus (or the Prospectus as amended or
supplemented) if (i) the Company has previously furnished copies thereof
(sufficiently in advance of the Closing Time




                                       32
<PAGE>   40

and in sufficient quantity to allow for distribution by the Closing Time) to the
Underwriters and the loss, liability, claim, damage or expense of such
Underwriter resulted from an untrue statement or omission of a material fact
contained in or omitted from the preliminary prospectus which was corrected in
the Prospectus (or the Prospectus as amended or supplemented) prior to the
Closing Time and such Prospectus was required by law to be delivered at or prior
to the written confirmation of sale to such person and (ii) such failure to give
or send such Prospectus by the Closing Time to the party or parties asserting
such loss, liability, claim, damage or expense would have constituted the sole
defense to the claim asserted by such person.

         (b) Each Underwriter agrees, severally and not jointly, to indemnify
         and hold harmless the Company, its directors, each of its officers who
         signed the Registration Statement, and each person, if any, who
         controls the Company within the meaning of Section 15 of the 1933 Act
         or Section 20 of the 1934 Act against any and all loss, liability,
         claim, damage and expense described in the indemnity contained in
         subsection (a) of this Section, but only with respect to untrue
         statements or omissions, or alleged untrue statements or omissions,
         made in the Registration Statement (or any amendment thereto) or any
         preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto) in reliance upon and in conformity with written
         information furnished to the Company by such Underwriter expressly for
         use in the Registration Statement (or any amendment thereto) or any
         preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto).

         (c) Each indemnified party shall give notice as promptly as reasonably
         practicable to each indemnifying party of any action commenced against
         it in respect of which indemnity may be sought hereunder, but failure
         to so notify an indemnifying party shall not relieve such indemnifying
         party from any liability hereunder to the extent it is not materially
         prejudiced as a result thereof and in any event shall not relieve it
         from any liability which it may have otherwise than on account of this
         indemnity agreement. In the case of parties indemnified pursuant to
         Section 6(a) above, counsel to the indemnified parties shall be
         selected by the Representatives, and, in the case of parties
         indemnified pursuant to Section 6(b) above, counsel to the indemnified
         parties shall be selected by the Company. An indemnifying party may
         participate at its own expense in the defense of any such action;
         provided, however, that counsel to the indemnifying party shall not
         (except with the consent of the indemnified party) also be counsel to
         the indemnified party. In no event shall the indemnifying parties be
         liable for fees and expenses of more than one counsel (in addition to
         any local counsel) separate from their own counsel for all indemnified
         parties in connection with any one action or separate but similar or
         related actions in the same jurisdiction arising out of the same
         general allegations or circumstances. No indemnifying party shall,
         without the prior written consent of the indemnified parties, settle or
         compromise or consent to the entry of any judgment with respect to any
         litigation, or any investigation or proceeding by any governmental
         agency or body, commenced or threatened, or any claim whatsoever in
         respect of which indemnification or contribution could be sought under
         this Section 6 or Section 7 hereof (whether or not the indemnified
         parties are actual or potential parties thereto), unless such
         settlement, compromise or consent (i) includes an unconditional release
         of each indemnified party from all liability arising out of such
         litigation, investigation,




                                       33
<PAGE>   41

         proceeding or claim and (ii) does not include a statement as to or an
         admission of fault, culpability or a failure to act by or on behalf of
         any indemnified party.

         (d) If at any time an indemnified party shall have requested an
         indemnifying party to reimburse the indemnified party for the fees and
         expenses of counsel which the indemnifying party is required to pay
         pursuant to Section 6(a)(iii) and Section 6(b) hereof, such
         indemnifying party agrees that it shall be liable for any settlement of
         the nature contemplated by Section 6(a)(ii) effected without its
         written consent if (i) such settlement is entered into more than 45
         days after receipt by such indemnifying party of the aforesaid request,
         (ii) such indemnifying party shall have received notice of the terms of
         such settlement at least 30 days prior to such settlement being entered
         into and (iii) such indemnifying party shall not have reimbursed such
         indemnified party as required hereunder in accordance with such request
         prior to the date of such settlement.

         (e) For purposes of this Section 6, all references to the Registration
         Statement, any preliminary prospectus or the Prospectus, or any
         amendment or supplement to any of the foregoing, shall be deemed to
         include, without limitation, any electronically transmitted copies
         thereof, including, without limitation, any copies filed with the
         Commission pursuant to EDGAR.

7. CONTRIBUTION. If the indemnification provided for in Section 6 hereof is for
any reason unavailable to or insufficient to hold harmless an indemnified party
in respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Offered Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Offered
Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Offered Securities pursuant to this Agreement (before deducting expenses)
received by the Company and the total commission or underwriting discount
received by each Underwriter, in each case as set forth on the cover of the
Prospectus Supplement, bear to the aggregate initial public offering price of
the Offered Securities sold to or through such Underwriter as set forth on such
cover.

The relative fault of the Company on the one hand and the Underwriters on the
other hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties' relative intent,



                                       34
<PAGE>   42

knowledge, access to information and opportunity to correct or prevent such
statement or omission.

The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Offered Securities sold to or through such Underwriter were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Company. The Underwriters' respective obligations
to contribute pursuant to this Section 7 are several in proportion to the
principal amount of Offered Securities sold to or through each Underwriter and
not joint.

8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company submitted pursuant hereto or thereto
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person of
an Underwriter, or by or on behalf of the Company, and shall survive each
delivery of and payment for any Offered Securities.

9. TERMINATION.

The Representatives may terminate this Agreement immediately upon notice to the
Company, at any time at or prior to the Closing Time if (i) there has been,
since the date of the Terms Agreement or since the respective dates as of which
information is given in the Registration Statement, any material adverse change
in the condition, financial or otherwise, or in the results of operations,
business affairs or business prospects of the Company and its subsidiaries




                                       35
<PAGE>   43

considered as one enterprise, whether or not arising in the ordinary course of
business, or (ii) there shall have occurred any material adverse change in the
financial markets in the United States or any outbreak or escalation of
hostilities or other national or international calamity or crisis the effect of
which is such as to make it, in the judgment of the Representatives,
impracticable to market the Offered Securities or enforce contracts for the sale
of the Offered Securities, or (iii) trading in any securities of the Company has
been suspended by the Commission or a national securities exchange, or if
trading generally on either the American Stock Exchange or the New York Stock
Exchange shall have been suspended, or minimum or maximum prices for trading
have been fixed, or maximum ranges for prices for securities have been required,
by either of said exchanges or by order of the Commission or any other
governmental authority, or if a banking moratorium shall have been declared by
either Federal or New York authorities or if a banking moratorium shall have
been declared by the relevant authorities in the country or countries of origin
of any foreign currency or currencies in which the Offered Securities are
denominated or payable, or (iv) the rating assigned by any nationally recognized
statistical rating organization to any debt securities of the Company as of the
date of the Terms Agreement shall have been lowered since that date or if any
such rating organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of any
debt securities of the Company, or (v) there shall have come to the attention of
the Representatives any facts that would cause them to reasonably believe that
the Prospectus, at the time it was required to be delivered to a purchaser of
the Offered Securities, included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in light of the circumstances existing at the time of such delivery,
not misleading. As used in this Section 9, the term "Prospectus" means the
Prospectus in the form first provided to the applicable Underwriter or
Underwriters for use in confirming sales of the related Offered Securities.

If this Agreement is terminated pursuant to this Section, such termination shall
be without liability of any party to any other party, except to the extent
provided in Section 5. Notwithstanding any such termination, (i) the covenants
set forth in Section 3(b), (d), and (e) with respect to any offering of Offered
Securities shall remain in effect so long as any Underwriter owns any such
Offered Securities purchased from the Company pursuant to this Agreement and
during the period when the Prospectus is required to be delivered in connection
with sales of the Offered Securities and (ii) the covenants set forth in Section
3(c), (g), (h) and, if applicable, (i), the provisions of Section 5, the
indemnity agreement set forth in Section 6, the contribution provisions set
forth in Section 7 and the provisions of Sections 8, 11, 12 and 13 shall remain
in effect.




                                       36
<PAGE>   44

10. DEFAULT. If one or more of the Underwriters shall fail at the Closing Time
or a Date of Delivery to purchase the Immediate Delivery Offered Securities
which it or they are obligated to purchase under this Agreement (the "Defaulted
Securities"), then the Representatives shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth. If, however, during such 24 hours the Representatives
shall not have completed such arrangements for the purchase of all of the
Defaulted Securities, then:

if the amount of Defaulted Securities does not exceed 10% of the amount of
Immediate Delivery Offered Securities to be purchased on such date, each of the
non-defaulting Underwriters shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all
non-defaulting Underwriters, or

if the amount of Defaulted Securities exceeds 10% of the number of Immediate
Delivery Offered Securities to be purchased on such date, this Agreement or,
with respect to any Date of Delivery which occurs after the Closing Time, the
obligation of the Underwriters to purchase and of the Company to sell the Option
Securities to be purchased and sold on such Date of Delivery shall terminate
without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 10 shall relieve any defaulting
Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this
Agreement or, in the case of a Date of Delivery which is after the Closing Time,
which does not result in a termination of the obligation of the Underwriters to
purchase and the Company to sell the relevant Option Securities, as the case may
be, either the Representatives or the Company shall have the right to postpone
the Closing Time or the relevant Date of Delivery, as the case may be, for a
period not exceeding seven days in order to effect any required changes in the
Registration Statement or the Prospectus or in any other documents or
arrangements. As used herein, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 10.

11. NOTICES. All notices and other communications hereunder shall be in writing,
either delivered by hand, by mail or by telex, telecopier or telegram, and any
such notice shall be effective when received at the address specified in this
Section 11. Notices to the Underwriters shall be directed as provided in the
Terms Agreement. Notices to the Company shall be directed to it at 10560 Ninth
Street North, St. Petersburg, Florida 33716, attention of General Counsel. Any
party to this Agreement may from time to time designate another address to
receive notice pursuant to this Agreement by notice duly given in accordance
with the terms of this Section 11.

12. PARTIES. This Agreement shall inure to the benefit of and be binding upon
the Underwriters and the Company and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 6 and 7 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein



                                       37
<PAGE>   45

contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and their
respective successors and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Offered Securities from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.

13. GOVERNING LAW. This Agreement and all the rights and obligations of the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be performed in such
State.

14. COUNTERPARTS. Any Terms Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts thereof shall constitute a single instrument.




                                       38
<PAGE>   46


                                                                       EXHIBIT A

                                 TERMS AGREEMENT

                                                            ___________ __, 20__

Jabil Circuit, Inc.
10800 Roosevelt Boulevard
St. Petersburg, Florida  33716
Attention:


Dear Sirs:

The undersigned underwriters (the "Underwriters") understand that Jabil Circuit,
Inc. (the "Company") proposes to issue and sell [____ shares of its Common
Stock, par value $0.001 per share (the "Common Stock")] [     shares of its
Preferred Stock, par value $0.001 per share (the "Preferred Stock")] [in the
form of depositary shares (the "Depositary Shares") each representing       of a
share of Preferred Stock] [$ aggregate principal amount of its [senior]
[subordinated] debt securities (the "Debt Securities")] [      warrants (the
"Common Stock Warrants") to purchase Common Stock] [     warrants (the
"Preferred Stock Warrants") to purchase Preferred Stock] [       warrants (the
"Debt Security Warrants") to purchase $      aggregate principal amount of
[senior] [subordinated] debt securities] (the "Offered Securities"). Subject to
the terms and conditions set forth herein or incorporated by reference herein,
the Underwriters offer to purchase, severally and not jointly, the [number]
[principal amount] of Offered Securities set forth below opposite their
respective names at the purchase price set forth below [, and a proportionate
share of Option Securities set forth below, to the extent any are purchased].

                                                         [Number]
                                                    [Principal Amount]
Underwriter                                       of Offered Securities
-----------                                       ---------------------


                                                     ---------------
Total                                                [$]
                                                     ===============


         The Offered Securities shall have the following terms:

                                 [COMMON STOCK]

Title:
Number of shares:
Number of Option Securities:
Initial public offering price per share:  $
Purchase price per share:  $




                                      A-1
<PAGE>   47

Listing requirements:
Black-out provisions:
Lock-up provisions:
Other terms and conditions:
Closing date and location:


                                [PREFERRED STOCK]

Title:
Rank:
Ratings:
Number of shares:
Number of Option Securities:
Dividend rate (or formula) per share:  $
Dividend payment dates:
Stated value:  $
Liquidation preference per share:  $
Redemption provisions:
Sinking fund requirements:
Conversion or exchange provisions:
Security provisions:
Listing requirements:
Black-out provisions:
Lock-up provisions:
Initial public offering price per share: $___ plus accumulated dividends, if
any, from _____

Purchase price per share:  $___ plus accumulated dividends, if any, from _____

Other terms and conditions:
Closing date and location:

                               [DEPOSITARY SHARES]

Title:
Fractional amount of shares of Preferred Stock represented by each Depositary
Share:

Ratings:
Rank:
Number of shares:
Number of Option Securities:
Dividend rate (or formula) per share:
Dividend payment dates:
Liquidation preference per share:
Redemption provisions:




                                      A-2
<PAGE>   48

Sinking fund requirements:
Conversion or exchange provisions:
Security provisions:
Listing requirements:
Black-out provisions:
Lock-up provisions:
Initial public offering price per share: $____ plus accumulated dividends, if
any, from ___

Purchase price per share:  $____ plus accumulated dividends, if any, from ___

Other terms and conditions:
Closing date and location:

                                [DEBT SECURITIES]

Title:
Rank:
Ratings:
Aggregate principal amount:
Denominations:
Currency of payment:
Interest rate or formula:
Interest payment dates:
Regular record dates:
Stated maturity date:
Redemption provisions:
Sinking fund requirements:
Conversion or exchange provisions:
Security provisions:
Listing requirements:
Black-out provisions:
Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering

         If Fixed Price Offering, initial public offering price per share:   %
         of the principal amount, plus accrued interest [amortized original
         issue discount], if any, from _________________.

         Purchase price per share: ___% of principal amount, plus accrued
         interest [amortized original issue discount], if any, from
         _________________.

Form:
Other terms and conditions:
Closing date and location:

            [COMMON STOCK] [PREFERRED STOCK] [DEBT SECURITY] WARRANTS




                                      A-3
<PAGE>   49

Title:
Type:
Number:
Warrant Agent:
Issuable jointly with [Common Stock] [Preferred Stock] [Debt Securities]:
[Yes]  [No]

         Number of [Common Stock] [Preferred Stock] [Debt Security] Warrants
         issued with each [share of Common Stock] [share of Preferred Stock]
         [$__________ principal amount of Debt Securities]:

Date(s) from which or period(s) during which [Common Stock] [Preferred Stock]
[Debt Security] Warrants are exercisable:

Date(s) on which [Common Stock] [Preferred Stock] [Debt Security] Warrants
expire:

Exercise price(s):
Initial public offering price:  $
Purchase price:  $
Title of Underlying Securities:
[Number of shares] [Principal amount] purchasable upon exercise of one [share of
Common Stock] [share of Preferred Stock] [Debt Security] Warrant:

Terms of Underlying Securities:
Other terms and conditions:
Closing date and location:

Delayed Delivery Contracts:  [authorized]  [not authorized]

         Delivery date:
         Expiration date:
         Compensation to Underwriters:
         Minimum contract:
         Maximum aggregate principal amount:
Other terms, if any:

All the provisions contained in "Jabil Circuit--Underwriting Agreement Basic
Terms" (the "Basic Terms"), filed as an exhibit to the Registration Statement
relating to the Offered Securities and attached hereto as Annex A, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Terms Agreement to the same extent as if such provisions had been set forth
in full herein. Terms defined in such document are used herein as therein
defined.

Any notice by the Company to the Underwriters pursuant to this Terms Agreement
shall be sufficient if given in accordance with Section 11 of the Basic Terms
addressed to: [insert name



                                      A-4
<PAGE>   50

and address of the lead manager or managers or, if only one underwriter is a
party hereto, of such firm] which shall, for all purposes of this Agreement, be
the "Representatives".

                                      Very truly yours,

                                      REPRESENTATIVE[S]



                                      By:
                                          --------------------------------------
                                          [Acting for themselves and as
                                          Representative[s] of the Underwriters]

Accepted:

JABIL CIRCUIT, INC.



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




                                      A-5
<PAGE>   51
ANNEX A

            [Jabil Circuit, Inc.--Underwriting Agreement Basic Terms]














                                      A-6
<PAGE>   52

                                                                       EXHIBIT B

                               JABIL CIRCUIT, INC.

                          [Title of Offered Securities]

                            DELAYED DELIVERY CONTRACT

Jabil Circuit, Inc.
10800 Roosevelt Boulevard
St. Petersburg, Florida  33716
Attention:

Dear Sirs:

The undersigned hereby agrees to purchase from Jabil Circuit, Inc. (the
"Company"), and the Company agrees to sell to the undersigned on ____________,
19__ (the "Delivery Date"), $_____________ principal amount of the Company's __%
___________ due ___________ __, 19__ (the "Offered Securities"), offered by the
Company's Prospectus dated _________ __, 19__, as supplemented by its Prospectus
Supplement dated __________ __, 19__, receipt of which is hereby acknowledged,
at a purchase price of _____% of the principal amount thereof, plus accrued
interest from __________, ______, to the Delivery Date, and on the further terms
and conditions set forth in this contract.

Payment for the securities which the undersigned has agreed to purchase on the
Delivery Date shall be made to the Company or its order by wire transfer in
immediately available funds on the Delivery Date, upon delivery to the
undersigned of the Offered Securities to be purchased by the undersigned in
definitive or global form and in such denominations and registered in such names
as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than three full business days prior to the
Delivery Date.

The obligation of the undersigned to take delivery of and make payment for
Offered Securities on the Delivery Date shall be subject only to the conditions
that (1) the purchase of Offered Securities to be made by the undersigned shall
not on the Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject and (2) the Company, on or before ___________,
____, shall have sold to the Underwriters of the Offered Securities (the
"Underwriters") such principal amount of the Offered Securities as is to be sold
to them pursuant to the Terms Agreement dated ____________, ____ between the
Company and the Underwriters. The obligation of the undersigned to take delivery
of and make payment for Offered Securities shall not be affected by the failure
of any purchaser to take delivery of and make payment for Offered Securities
pursuant to other contracts similar to this contract. The undersigned represents
and warrants to the Underwriters that its investment in the Offered Securities
is not, as of the date hereof, prohibited under the laws of any jurisdiction to
which the undersigned is subject and which govern such investment.





                                      B-1
<PAGE>   53

Promptly after completion of the sale to the Underwriters, the Company will mail
or deliver to the undersigned at its address set forth below notice to such
effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.

By the execution hereof, the undersigned represents and warrants to the Company
that all necessary corporate action for the due execution and delivery of this
contract and the payment for and purchase of the Offered Securities has been
taken by it and no further authorization or approval of any governmental or
other regulatory authority is required for such execution, delivery, payment or
purchase, and that, upon acceptance hereof by the Company and mailing or
delivery of a copy as provided below, this contract will constitute a valid and
binding agreement of the undersigned in accordance with its terms.

This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.

It is understood that the Company will not accept Delayed Delivery Contracts for
an aggregate principal amount of Offered Securities in excess of $__________ and
that the acceptance of any Delayed Delivery Contract is in the Company's sole
discretion and, without limiting the foregoing, need not be on a first come
first-served basis. If this contract is acceptable to the Company, it is
requested that the Company sign the form of acceptance on a copy hereof and mail
or deliver a signed copy hereof to the undersigned at its address set forth
below. This will become a binding contract between the Company and the
undersigned when such copy is so mailed or delivered.





                                      B-2
<PAGE>   54

This Agreement shall be governed by the laws of the State New York applicable to
agreements made and performed in said State.

                                           Yours very truly,


                                           -------------------------------------
                                                    (Name of Purchaser)


                                           By
                                              ----------------------------------
                                                       (Title)


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


                                           -------------------------------------
                                                      (Address)

Accepted as of the date
first above written.

Jabil Circuit, Inc.


By:
    -------------------------------


                 PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone number of the representative of the Purchaser with whom
details of delivery on the Delivery Date shall be discussed is as follows:
(Please print.)

                                                          Telephone No.
Name                                                 (Including Area Code)
----                                                 ---------------------




                                      B-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.01
<SEQUENCE>3
<FILENAME>g69005ex4-01.txt
<DESCRIPTION>MAY 2, 2001 SUBORDINATED DEBT INDENTURE
<TEXT>

<PAGE>   1
                                                                    Exhibit 4.01








                              JABIL CIRCUIT, INC.,


                                     ISSUER,

                                       to

                              THE BANK OF NEW YORK,


                                     TRUSTEE

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

                                    INDENTURE

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



                             Dated as of May 2, 2001

                          Subordinated Debt Securities


<PAGE>   2



                         Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture

<TABLE>
<CAPTION>

  Trust Indenture
    Act Section                                                                                      Indenture Section
  ---------------                                                                                    -----------------
<S>                                                                                                              <C>
  Section 310(a)(1)................................................................................................6.7
   (a)(2)..........................................................................................................6.7
   (b).............................................................................................................6.8
  Section 312(a)...................................................................................................7.1
   (b).............................................................................................................7.2
   (c).............................................................................................................7.2
  Section 313(a)...................................................................................................7.3
   (b)(2)..........................................................................................................7.3
   (c).............................................................................................................7.3
   (d).............................................................................................................7.3
  Section 314(a)...................................................................................................7.4
   (c)(1)..........................................................................................................1.2
   (c)(2)..........................................................................................................1.2
   (e).............................................................................................................1.2
   (f).............................................................................................................1.2
  Section 316(a) (last sentence)...................................................................................1.1
   (a)(1)(A).................................................................................................5.2, 5.12
   (a)(1)(B)......................................................................................................5.13
   (b).............................................................................................................5.8
  Section 317(a)(1)................................................................................................5.3
   (a)(2)..........................................................................................................5.4
   (b)............................................................................................................10.3
  Section 318(a)...................................................................................................1.8

</TABLE>

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

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture.

         Attention should also be directed to Section 318(c) of the Trust
         Indenture Act, which provides that the provisions of Sections 310 to
         and including 317 are a part of and govern every qualified indenture,
         whether or not physically contained herein.


<PAGE>   3

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----

<S>                                                                                                              <C>
                                                      ARTICLE 1
                               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

      Section 1.1. DEFINITIONS....................................................................................1
      ACT.........................................................................................................2
      ADDITIONAL AMOUNTS..........................................................................................2
      ADDITIONAL PROVISIONS.......................................................................................2
      AFFILIATE...................................................................................................2
      AUTHENTICATING AGENT........................................................................................2
      AUTHORIZED NEWSPAPER........................................................................................2
      AUTHORIZED OFFICER..........................................................................................2
      BEARER SECURITY.............................................................................................3
      BOARD OF DIRECTORS..........................................................................................3
      BOARD RESOLUTION............................................................................................3
      BUSINESS DAY................................................................................................3
      CAPITAL STOCK...............................................................................................3
      CAPITALIZED LEASE OBLIGATION................................................................................3
      COMMISSION..................................................................................................3
      COMMON STOCK................................................................................................3
      COMPANY.....................................................................................................3
      COMPANY REQUEST.............................................................................................4
      COMPANY ORDER...............................................................................................4
      CONSOLIDATED SUBSIDIARY.....................................................................................4
      CONVERSION EVENT............................................................................................4
      CORPORATE TRUST OFFICE......................................................................................4
      CORPORATION.................................................................................................4
      COUPON......................................................................................................4
      CURRENCY....................................................................................................4
      CURRENCY AGREEMENT..........................................................................................4
      CUSIP NUMBER................................................................................................4
      DEFAULTED INTEREST..........................................................................................4
      DOLLARS OR $................................................................................................5
      EVENT OF DEFAULT............................................................................................5
      FOREIGN CURRENCY............................................................................................5
      FUNDED DEBT.................................................................................................5
      GAAP........................................................................................................5
      GOVERNMENT OBLIGATIONS......................................................................................5
      HOLDER......................................................................................................5
      INDEBTEDNESS................................................................................................5
      INDENTURE...................................................................................................6
      INDEPENDENT PUBLIC ACCOUNTANTS..............................................................................6
      INDEXED SECURITY............................................................................................6
      INTEREST....................................................................................................6

</TABLE>


                                       i
<PAGE>   4
<TABLE>
<CAPTION>


<S>                                                                                                              <C>
      INTEREST PAYMENT DATE.......................................................................................6
      JUDGMENT CURRENCY...........................................................................................7
      LIEN........................................................................................................7
      MATURITY....................................................................................................7
      NEW YORK BANKING DAY........................................................................................7
      OFFICE OR AGENCY............................................................................................7
      OFFICERS' CERTIFICATE.......................................................................................7
      OPINION OF COUNSEL..........................................................................................7
      ORIGINAL ISSUE DISCOUNT SECURITY............................................................................7
      OUTSTANDING.................................................................................................8
      PAYING AGENT................................................................................................9
      PERSON......................................................................................................9
      PLACE OF PAYMENT............................................................................................9
      PREDECESSOR SECURITY........................................................................................9
      REDEMPTION DATE.............................................................................................9
      REDEMPTION PRICE............................................................................................9
      REGISTERED SECURITY.........................................................................................9
      REGULAR RECORD DATE........................................................................................10
      REQUIRED CURRENCY..........................................................................................10
      RESPONSIBLE OFFICER........................................................................................10
      RESTRICTED SUBSIDIARY......................................................................................10
      SECURITIES ACT.............................................................................................10
      SECURITIES EXCHANGE ACT....................................................................................10
      SECURITY OR SECURITIES.....................................................................................10
      SECURITY REGISTER..........................................................................................10
      SECURITY REGISTRAR.........................................................................................10
      SENIOR INDEBTEDNESS........................................................................................10
      SPECIAL RECORD DATE........................................................................................11
      STATED MATURITY............................................................................................11
      SUBSIDIARY.................................................................................................11
      TRUST INDENTURE ACT........................................................................................11
      TRUSTEE....................................................................................................11
      UNITED STATES..............................................................................................11
      UNITED STATES ALIEN........................................................................................11
      U.S. DEPOSITORY OR DEPOSITORY..............................................................................11
      VICE PRESIDENT.............................................................................................12
      VOTING STOCK...............................................................................................12
      WHOLLY-OWNED RESTRICTED SUBSIDIARY.........................................................................12
         Section 1.2.      COMPLIANCE CERTIFICATES AND OPINIONS..................................................12
         Section 1.3.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE................................................13
         Section 1.4.      ACTS OF HOLDERS.......................................................................13
         Section 1.5.      NOTICES, ETC. TO TRUSTEE AND COMPANY..................................................15
         Section 1.6.      NOTICE TO HOLDERS OF SECURITIES; WAIVER...............................................15
         Section 1.7.      LANGUAGE OF NOTICES...................................................................16
         Section 1.8.      CONFLICT WITH TRUST INDENTURE ACT.....................................................16
         Section 1.9.      EFFECT OF HEADINGS AND TABLE OF CONTENTS..............................................17

</TABLE>

                                       ii
<PAGE>   5
<TABLE>
<CAPTION>


<S>                                                                                                              <C>
         Section 1.10.     SUCCESSORS AND ASSIGNS................................................................17
         Section 1.11.     SEPARABILITY CLAUSE...................................................................17
         Section 1.12.     BENEFITS OF INDENTURE.................................................................17
         Section 1.13.     GOVERNING LAW.........................................................................17
         Section 1.14.     BUSINESS DAY CONVENTION...............................................................17
         Section 1.15.     COUNTERPARTS..........................................................................18
         Section 1.16.     JUDGMENT CURRENCY.....................................................................18
         Section 1.17.     NO SECURITY INTEREST CREATED..........................................................18
         Section 1.18.     LIMITATION ON INDIVIDUAL LIABILITY....................................................18

                                                      ARTICLE 2
                                                  SECURITIES FORMS

         Section 2.1.      FORMS GENERALLY.......................................................................19
         Section 2.2.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.......................................19
         Section 2.3.      SECURITIES IN GLOBAL FORM.............................................................20

                                                      ARTICLE 3
                                                   THE SECURITIES

         Section 3.1.      AMOUNT UNLIMITED; ISSUABLE IN SERIES..................................................20
         Section 3.2.      CURRENCY; DENOMINATIONS...............................................................24
         Section 3.3.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING........................................24
         Section 3.4.      TEMPORARY SECURITIES..................................................................26
         Section 3.5.      REGISTRATION, TRANSFER AND EXCHANGE...................................................27
         Section 3.6.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES......................................30
         Section 3.7.      PAYMENT OF INTEREST AND CERTAIN  ADDITIONAL  AMOUNTS;  RIGHTS TO INTEREST AND CERTAIN
                           ADDITIONAL AMOUNTS PRESERVED..........................................................31
         Section 3.8.      PERSONS DEEMED OWNERS.................................................................33
         Section 3.9.      CANCELLATION..........................................................................34
         Section 3.10.     COMPUTATION OF INTEREST...............................................................34
         Section 3.11.     CUSIP NUMBERS.........................................................................34

                                                      ARTICLE 4
                                       SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1.      SATISFACTION AND DISCHARGE............................................................34
         Section 4.2.      DEFEASANCE AND COVENANT DEFEASANCE....................................................36
         Section 4.3.      APPLICATION OF TRUST MONEY............................................................40

                                                      ARTICLE 5
                                                      REMEDIES

         Section 5.1.      EVENTS OF DEFAULT.....................................................................40
         Section 5.2.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....................................42
         Section 5.3.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.......................43
         Section 5.4.      TRUSTEE MAY FILE PROOFS OF CLAIM......................................................44
         Section 5.5.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS................45

</TABLE>

                                      iii
<PAGE>   6
<TABLE>
<CAPTION>


<S>                                                                                                              <C>
         Section 5.6.      APPLICATION OF MONEY COLLECTED........................................................45
         Section 5.7.      LIMITATIONS ON SUITS..................................................................45
         Section 5.8.      UNCONDITIONAL  RIGHT OF HOLDERS TO RECEIVE  PRINCIPAL  AND ANY PREMIUM,  INTEREST AND
                           ADDITIONAL AMOUNTS....................................................................46
         Section 5.9.      RESTORATION OF RIGHTS AND REMEDIES....................................................46
         Section 5.10.     RIGHTS AND REMEDIES CUMULATIVE........................................................46
         Section 5.11.     DELAY OR OMISSION NOT WAIVER..........................................................47
         Section 5.12.     CONTROL BY HOLDERS OF SECURITIES......................................................47
         Section 5.13.     WAIVER OF PAST DEFAULTS...............................................................47
         Section 5.14.     WAIVER OF USURY, STAY OR EXTENSION LAWS...............................................48
         Section 5.15.     UNDERTAKING FOR COSTS.................................................................48

                                                      ARTICLE 6
                                                     THE TRUSTEE

         Section 6.1.      CERTAIN RIGHTS OF TRUSTEE.............................................................48
         Section 6.2.      NOTICE OF DEFAULTS....................................................................50
         Section 6.3.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES................................50
         Section 6.4.      MAY HOLD SECURITIES...................................................................51
         Section 6.5.      MONEY HELD IN TRUST...................................................................51
         Section 6.6.      COMPENSATION AND REIMBURSEMENT........................................................51
         Section 6.7.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................................52
         Section 6.8.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.....................................52
         Section 6.9.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR................................................54
         Section 6.10.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...........................55
         Section 6.11.     APPOINTMENT OF AUTHENTICATING AGENT...................................................55

                                                      ARTICLE 7
                                  HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.1.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.............................57
         Section 7.2.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS................................58
         Section 7.3.      REPORTS BY TRUSTEE....................................................................58
         Section 7.4.      REPORTS BY COMPANY....................................................................58

                                                      ARTICLE 8
                                           CONSOLIDATION, MERGER AND SALES

         Section 8.1.      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..................................59
         Section 8.2.      SUCCESSOR PERSON SUBSTITUTED FOR COMPANY..............................................60

                                                      ARTICLE 9
                                               SUPPLEMENTAL INDENTURES

         Section 9.1.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS....................................60
         Section 9.2.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.......................................62
         Section 9.3.      EXECUTION OF SUPPLEMENTAL INDENTURES..................................................63
         Section 9.4.      EFFECT OF SUPPLEMENTAL INDENTURES.....................................................63
         Section 9.5.      REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES....................................63

</TABLE>


                                       iv
<PAGE>   7
<TABLE>
<CAPTION>


<S>                                                                                                              <C>
         Section 9.6.      CONFORMITY WITH TRUST INDENTURE ACT...................................................64
         Section 9.7.      EFFECT ON SENIOR INDEBTEDNESS.........................................................64
         Section 9.8.      NOTICE OF SUPPLEMENTAL INDENTURE......................................................64

                                                     ARTICLE 10
                                                      COVENANTS

         Section 10.1.     PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND ADDITIONAL AMOUNTS....................64
         Section 10.2.     MAINTENANCE OF OFFICE OR AGENCY.......................................................64
         Section 10.3.     MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.....................................66
         Section 10.4.     ADDITIONAL AMOUNTS....................................................................67
         Section 10.5.     CORPORATE EXISTENCE...................................................................68
         Section 10.6.     WAIVER OF CERTAIN COVENANTS...........................................................68
         Section 10.7.     COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS........................68
         Section 10.8.     CALCULATION OF ORIGINAL ISSUE DISCOUNT................................................69

                                                     ARTICLE 11
                                              REDEMPTION OF SECURITIES

         Section 11.1.     APPLICABILITY OF ARTICLE..............................................................69
         Section 11.2.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.................................................69
         Section 11.3.     SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.....................................69
         Section 11.4.     NOTICE OF REDEMPTION..................................................................70
         Section 11.5.     DEPOSIT OF REDEMPTION PRICE...........................................................71
         Section 11.6.     SECURITIES PAYABLE ON REDEMPTION DATE.................................................72
         Section 11.7.     SECURITIES REDEEMED IN PART...........................................................72

                                                     ARTICLE 12
                                                    SINKING FUNDS

         Section 12.1.     APPLICABILITY OF ARTICLE..............................................................73
         Section 12.2.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.................................73
         Section 12.3.     REDEMPTION OF SECURITIES FOR SINKING FUND.............................................74

                                                     ARTICLE 13
                                         REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1.     APPLICABILITY OF ARTICLE..............................................................74

                                                     ARTICLE 14
                                          SECURITIES IN FOREIGN CURRENCIES

         Section 14.1.     APPLICABILITY OF ARTICLE..............................................................75

                                                     ARTICLE 15
                                          MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1.     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................................75
         Section 15.2.     CALL, NOTICE AND PLACE OF MEETINGS....................................................75
         Section 15.3.     PERSONS ENTITLED TO VOTE AT MEETINGS..................................................76

</TABLE>


                                       v
<PAGE>   8
<TABLE>
<CAPTION>


<S>                                                                                                              <C>
         Section 15.4.     QUORUM; ACTION........................................................................76
         Section 15.5.     DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS...................77
         Section 15.6.     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................................77

                                                     ARTICLE 16
                                             SUBORDINATION OF SECURITIES

         Section 16.1.     AGREEMENT TO SUBORDINATE..............................................................78
         Section 16.2.     DEFAULT ON SENIOR INDEBTEDNESS........................................................78
         Section 16.3.     LIQUIDATION; DISSOLUTION; BANKRUPTCY..................................................79
         Section 16.4.     SUBROGATION...........................................................................80
         Section 16.5.     TRUSTEE TO EFFECTUATE SUBORDINATION...................................................81
         Section 16.6.     NOTICE BY THE COMPANY.................................................................81
         Section 16.7.     RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.................................82
         Section 16.8.     SUBORDINATION MAY NOT BE IMPAIRED.....................................................82
</TABLE>




                                       vi

<PAGE>   9


         INDENTURE, dated as of May 2, 20001 (the "Indenture"), between JABIL
CIRCUIT, INC., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), having its principal
executive office located at 10560 Ninth Street North, St. Petersburg, Florida
33716, and The Bank of New York, a New York banking corporation (hereinafter
called the "Trustee"), having its Corporate Trust Office located at 101 Barclay
Street, Floor 21 West, New York, NY 10286.

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof and any Coupons (as herein defined) as
follows:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1. DEFINITIONS.

         Except as otherwise expressly provided in or pursuant to this Indenture
or unless the context otherwise requires, for all purposes of this Indenture:

                  (1) the terms defined in this Article, either directly or by
         reference to another section hereof 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;




<PAGE>   10

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with GAAP;

                  (4) the words "herein," "hereof," "hereto" 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; and

                  (5) the word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both," not "either A or B but not
         both").

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

         "ACT," when used with respect to any Holders, has the meaning specified
in Section 1.4.

         "ADDITIONAL AMOUNTS" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing to
such Holders.

         "ADDITIONAL PROVISIONS" has the meaning specified in Section 16.1.

         "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 the meanings correlative to
the foregoing.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "AUTHORIZED NEWSPAPER" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on Saturdays, Sundays, or holidays in the place of publication, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

         "AUTHORIZED OFFICER" means, when used with respect to the Company, the
Chairman of the Board of Directors, a Vice Chairman, the President, any Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.

         "BEARER SECURITY" means any Security in the form established pursuant
to Section 2.1 which is payable to bearer.




                                       2
<PAGE>   11

         "BOARD OF DIRECTORS" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

         "BOARD RESOLUTION" means a copy of one or more resolutions, certified
by the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, delivered to the Trustee.

         "BUSINESS DAY," with respect to any Place of Payment or other location,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.

         "CAPITAL STOCK" means (i) with respect to any Person organized as a
Corporation, any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) corporate stock, and (ii) with respect to any Person that is not
organized as a Corporation, the partnership, membership or other equity
interests or participations in such Person.

         "CAPITALIZED LEASE OBLIGATION" means an obligation of the lessee under
any lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act or, if at any
time after the execution of this Indenture 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.

         "COMMON STOCK" includes any Capital Stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which is not subject to redemption by the Company.

          "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, and any other obligor upon the
Securities.

         "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman of the Board of Directors, a Vice Chairman, the President, Executive
Vice President, Senior Vice President, Treasurer 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.

         "CONSOLIDATED SUBSIDIARY" means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date.




                                       3
<PAGE>   12

         "CONVERSION EVENT" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community, or
(ii) any currency unit or composite currency for the purposes for which it was
established.

         "CORPORATE TRUST OFFICE" means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of original execution of this
Indenture is located at 101 Barclay Street, Floor 21 West, New York, NY 10286.

         "CORPORATION" includes corporations and limited liability companies
and, except for purposes of Article 8, associations, companies and business
trusts.

         "COUPON" means any interest coupon appertaining to a Bearer Security.

         "CURRENCY," with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values.

          "CUSIP NUMBER" means the alphanumeric designation assigned to a
Security by Standard & Poor's Ratings Service, CUSIP Service Bureau.

         "DEFAULTED INTEREST" has the meaning specified in Section 3.7.

         "DOLLARS" OR "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.1.

         "FOREIGN CURRENCY" means any currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

         "FUNDED DEBT" means Indebtedness created, assumed or guaranteed by a
Person for money borrowed which matures by its terms, or is renewable by the
borrower to a date, more than a year after the date of original creation,
assumption or guarantee.

         "GAAP" means generally accepted accounting principles in the United
States as in effect from time to time, applied on a basis consistent (except for
changes concurred in by the



                                       4
<PAGE>   13

Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries.

         "GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government
or governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
PROVIDED that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

         "HOLDER," in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the case
of any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

         "INDEBTEDNESS" means (a) any liability of the Company or any Subsidiary
(1) for borrowed money, or under any reimbursement obligation relating to a
letter of credit, or (2) evidenced by a bond, note, debenture or similar
instrument, or (3) for payment obligations arising under any conditional sale or
other title retention arrangement (including a purchase money obligation) given
in connection with the acquisition of any businesses, properties or assets of
any kind, or (4) consisting of the discounted rental stream properly classified
in accordance with GAAP on the balance sheet of the Company or any Subsidiary,
as lessee, as a Capitalized Lease Obligation, or (5) under Currency Agreements
and Interest Rate Agreements, to the extent not otherwise included in this
definition; (b) any liability of others of a type described in the preceding
clause (a) to the extent that the Company or any Subsidiary has guaranteed or is
otherwise legally obligated in respect thereof; and (c) any amendment,
supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clauses (a) and (b) above. "Indebtedness"
shall not be construed to include (x) trade payables or credit on open account
to trade creditors incurred in the ordinary course of business or (y)
obligations or liabilities incurred in connection with the sale, transfer or
other disposition of property in connection with the securitization or other
asset-based financing thereof; provided however that any such sale, transfer or
other disposition shall be for valid consideration and shall not be to prefer
directly or indirectly any holder of any other obligation or Indebtedness of the
Company or any Subsidiary of the Company as to any such other obligation or
Indebtedness that was already outstanding and did not previously benefit from a
Lien.



                                       5
<PAGE>   14

         "INDENTURE" means this instrument 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 and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

         "INDEPENDENT PUBLIC ACCOUNTANTS" means accountants or a firm of
accountants that, with respect to the Company and any other obligor under the
Securities or the Coupons, are independent public accountants within the meaning
of the Securities Act and the rules and regulations promulgated by the
Commission thereunder, who may be the independent public accountants regularly
retained by the Company or who may be other independent public accountants. Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to
the interpretation of any legal matters relating to this Indenture or
certificates required to be provided hereunder.

         "INDEXED SECURITY" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity, and premium, if any,
interest, if any, or any Additional Amounts thereon may be determined with
reference to an index, formula or other method or methods.

         "INTEREST," with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4, includes such Additional
Amounts.

         "INTEREST PAYMENT DATE," with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.

         "INTEREST RATE AGREEMENT" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect the party indicated therein against
fluctuations in interest rates.

         "JUDGMENT CURRENCY" has the meaning specified in Section 1.16.

         "LIEN" means, with respect to any asset, any pledge, mortgage, charge,
encumbrance or security interest in respect of such asset; provided that any
transaction (including, without limitation, any sale of accounts receivable)
which is treated as a sale of assets under GAAP shall be so treated and any
asset which is so sold shall not be deemed subject to a Lien. Pursuant to the
indenture, a contractual grant of a right of set-off does not create a Lien in
the absence of an agreement to maintain a balance against which such right may
be exercised.

         "MATURITY," 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 provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

         "NEW YORK BANKING DAY" has the meaning specified in Section 1.16.



                                       6
<PAGE>   15

         "OFFICE" OR "AGENCY," with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 10.2 or, to the
extent designated or required by Section 10.2 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

         "OFFICERS' CERTIFICATE" means a certificate signed by (a) (i) the
Chairman of the Board, a Vice Chairman, the President, the Treasurer or a Vice
President, and (ii) the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, or (b) by any two of the officers listed in
clause (i) that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means a Security issued pursuant to
this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 5.2.

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

                  a.       any such Security theretofore cancelled by the
                           Trustee or the Security Registrar or delivered to the
                           Trustee or the Security Registrar for cancellation;

                  b.       any such Security for whose payment at the Maturity
                           thereof money in the necessary amount has been
                           theretofore deposited pursuant hereto (other than
                           pursuant to Section 4.2) 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 and any Coupons
                           appertaining thereto, PROVIDED that, if such
                           Securities are to be redeemed, notice of such
                           redemption has been duly given pursuant to this
                           Indenture or provision therefor reasonably
                           satisfactory to the Trustee has been made;

                  c.       any such Security with respect to which the Company
                           has effected defeasance pursuant to the terms hereof,
                           except to the extent provided in Section 4.2;

                  d.       any such Security which has been paid pursuant to
                           Section 3.6 or in exchange for or in lieu of which
                           other Securities have been authenticated and
                           delivered pursuant to this Indenture, unless there
                           shall have been presented to the Trustee proof
                           reasonably satisfactory to it that such




                                       7
<PAGE>   16

                           Security is held by a bona fide purchaser in whose
                           hands such Security is a valid obligation of the
                           Company; and

                  e.       any such Security converted or exchanged as
                           contemplated by this Indenture into Common Stock of
                           the Company or other securities, if the terms of such
                           Security provide for such conversion or exchange
                           pursuant to Section 3.1;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) 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 such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
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 shall
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee (A) the pledgee's right so to act
with respect to such Securities and (B) that the pledgee is not the Company or
any other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

         "PERSON" means any individual, Corporation, partnership, joint venture,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

         "PLACE OF PAYMENT," with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.



                                       8
<PAGE>   17

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

         "REDEMPTION DATE," with respect to any Security or portion thereof to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture or such Security.

         "REDEMPTION PRICE," with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

         "REGISTERED SECURITY" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any, specified
in or pursuant to this Indenture or such Security as the "Regular Record Date".

         "REQUIRED CURRENCY" has the meaning specified in Section 1.16.

         "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

         "RESTRICTED SUBSIDIARY" means, at any time, each and every Subsidiary
at least 80% (by number of votes) of the Voting Stock of which is legally and
beneficially owned by the Company and its Wholly-Owned Restricted Subsidiaries
at such time.

         "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

         "SECURITIES EXCHANGE ACT" means the U.S. Securities Exchange Act of
1934, as amended.

         "SECURITY" OR "SECURITIES" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; PROVIDED, HOWEVER, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.



                                       9
<PAGE>   18

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.5.

         "SENIOR INDEBTEDNESS" means, with respect to the Securities of any
particular series, all Indebtedness of the Company outstanding at any time,
except (a) the Securities of such series, (b) Indebtedness as to which, by the
terms of the instrument creating or evidencing the same, it is provided that
such Indebtedness is subordinated to or PARI PASSU with the Securities of such
series, (c) Indebtedness of the Company to an Affiliate of the Company, (d)
interest accruing after the filing of a petition initiating any proceeding
referred to in Section 5.1(7) or 5.1(8) unless such interest is an allowed claim
enforceable against the Company in a proceeding under federal or state
bankruptcy laws and (e) trade accounts payable.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Company pursuant to Section 3.7.

         "STATED MATURITY," with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto or any other Indebtedness, means the date established by or pursuant to
this Indenture or such Security or other Indebtedness as the fixed date on which
the principal of such Security or such installment of principal or principal or
interest or other Indebtedness is, or such Additional Amounts are, due and
payable.

         "SUBSIDIARY" means any Corporation, association or other business
entity of which at the time of determination the Company or one or more
Subsidiaries owns or controls more than 50% of the shares of Voting Stock.

         "TRUST INDENTURE ACT" means the U.S. Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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

         "UNITED STATES," except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "UNITED STATES ALIEN", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign Corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal




                                       10
<PAGE>   19

income tax purposes, a foreign Corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "U.S. DEPOSITORY" OR "DEPOSITORY," means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act
and, if so provided with respect to any Security, any successor to such Person.
If at any time there is more than one such Person, "U.S. Depository" or
"Depository" shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities.

         "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".

         "VOTING STOCK" means stock which ordinarily has voting power for the
election of directors, managers or trustees, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

         "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means, at any time, any Restricted
Subsidiary 100% of all of the equity interests (except directors' qualifying
shares) and voting interests of which are owned by any one or more of the
Company and the Company's other Wholly-Owned Restricted Subsidiaries at such
time.

         Section 1.2. COMPLIANCE CERTIFICATES AND OPINIONS.

         Except as otherwise expressly provided in this Indenture, 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
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
or any of them 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 a
         certificate or opinion has read such condition or covenant 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;



                                       11
<PAGE>   20

                  (3) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such condition
         or covenant 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 1.3. 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 an Opinion of Counsel, PROVIDED
that such officer, after reasonable inquiry, has no reason to believe, and does
not believe, that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such 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 provided that such counsel, after reasonable inquiry, has no
reason to believe, and does not believe, 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 or any Security, they may, but need not, be
consolidated and form one instrument.

         Section 1.4. ACTS OF HOLDERS.

                  (1) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by or pursuant to this Indenture to be
given 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 an agent duly appointed in writing. If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
15, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments




                                       12
<PAGE>   21

or so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and
the Company and any agent of the Trustee or the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 15.6.

         Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S. Depository
that is a Holder of a global Security, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is a
Holder of a global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such U.S. Depository's
standing instructions and customary practices.

         The Company shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by Holders.
If such a record date is fixed, the Holders on such record date or their duly
appointed proxy or proxies, and only such Persons, shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent,
waiver or other Act, whether or not such Holders remain Holders after such
record date. No such request, demand, authorization, direction, notice, consent,
waiver or other Act shall be valid or effective if made, given or taken more
than 90 days after such record date.

                  (2) The fact and date of the execution by any Person of any
such instrument or writing referred to in this Section 1.4 may be proved in any
reasonable manner; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

                  (3) The ownership, principal amount and serial numbers of
Registered Securities held by any Person, and the date of the commencement and
the date of the termination of holding the same, shall be proved by the Security
Register.

                  (4) The ownership, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of the commencement and the
date of the termination of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(a) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (b)



                                       13
<PAGE>   22

such Bearer Security is produced to the Trustee by some other Person, or (c)
such Bearer Security is surrendered in exchange for a Registered Security, or
(d) such Bearer Security is no longer Outstanding. The ownership, principal
amount and serial numbers of Bearer Securities held by the Person so executing
such instrument or writing and the date of the commencement and the date of the
termination of holding the same may also be proved in any other manner which the
Company and the Trustee deem sufficient.

                  (5) If the Company shall solicit from the Holders of any
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may at its option (but is not
obligated to), by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act. If such
a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of Registered Securities of record at the close of business on
such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

                  (6) Any request, demand, authorization, direction, notice,
consent, waiver or other Act by 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 or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such Act is made upon such Security.

         Section 1.5. NOTICES, ETC. TO TRUSTEE AND COMPANY.

         Any request, demand, authorization, direction, notice, consent, waiver
or other 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 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,
         or

                  (2) the Company by the Trustee or 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 the attention of its Treasurer 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.



                                       14
<PAGE>   23

         Section 1.6. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

                  (1) such notice shall be sufficiently given to Holders of
         Registered Securities if in writing and mailed, first-class postage
         prepaid, to each Holder of a Registered Security affected by such
         event, at his address as it appears in the Security Register, not later
         than the latest date, and not earlier than the earliest date,
         prescribed for the giving of such notice; and

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities, if any, if published in an Authorized Newspaper in
         The City of New York and, if such Securities are then listed on any
         stock exchange outside the United States, in an Authorized Newspaper in
         such city as the Company shall advise the Trustee that such stock
         exchange so requires, on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date and the second
         such publication not later than the latest date prescribed for the
         giving of such notice.

         In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. 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 shall be made by overnight courier.

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

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

         Section 1.7. LANGUAGE OF NOTICES.

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



                                       15
<PAGE>   24

Company so elects, any published notice may be in an official language of the
country of publication.

         Section 1.8. CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 1.9. 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.

         Section 1.10. 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 1.11. SEPARABILITY CLAUSE.

         In case any provision in this Indenture, any Security or any Coupon
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 1.12. BENEFITS OF INDENTURE.

         Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than the parties hereto and holders of
Senior Indebtedness, any Security Registrar, any Paying Agent and any
Authenticating Agent and their respective successors hereunder and the Holders
of Securities or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         Section 1.13. GOVERNING LAW.

         This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
state.

         Section 1.14. BUSINESS DAY CONVENTION.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall be a day that is not a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically states
that such provision shall apply in lieu hereof) payment need not be made at such
Place of Payment on such date, and such Securities




                                       16
<PAGE>   25

need not be converted or exchanged on such date but such payment may be made,
and such Securities may be converted or exchanged, on the next succeeding day
that is a Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or at the Stated Maturity or Maturity or
on such last day for conversion or exchange, and no interest shall accrue on the
amount payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, or Maturity or last day for conversion
or exchange, as the case may be, to such next succeeding Business Day.

         Section 1.15. COUNTERPARTS.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         Section 1.16. JUDGMENT CURRENCY.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the requisite amount of the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with clause (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "New York Banking
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to be closed.

         Section 1.17. NO SECURITY INTEREST CREATED.

         Nothing in this Indenture or in any Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

         Section 1.18. LIMITATION ON INDIVIDUAL LIABILITY.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future,



                                       17
<PAGE>   26

of the Company, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as such, of the Company, or
any of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, shareholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security.

                                   ARTICLE 2

                                SECURITIES FORMS

         Section 2.1. FORMS GENERALLY.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

         Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of the Company executing such
Securities or Coupons, as evidenced by their execution of such Securities or
Coupons.

         Section 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         Subject to Section 6.11, the Trustee's certificate 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.



                                            THE BANK OF NEW YORK,
                                                 as Trustee

                                            By
                                               ---------------------------------
                                                     Authorized Officer


                                       18
<PAGE>   27

         Section 2.3. SECURITIES IN GLOBAL FORM.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company's
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 3.7, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in respect
of, any Security in temporary or permanent global form shall be made to the
Person or Persons specified therein.

         Notwithstanding the provisions of Section 3.8 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
or the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or
(ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 3.1.




                                       19
<PAGE>   28

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1. 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. The Securities of each series shall be subordinated in right
of payment to all Senior Indebtedness with respect to such series as provided in
Article 16.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto,

                  (1) the title of such Securities and the series in which such
         Securities shall be included;

                  (2) any limit upon the aggregate principal amount of the
         Securities of such title or the Securities of such 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 such series pursuant
         to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part of any
         Registered Security of such series pursuant to Article 13, upon
         surrender in part of any Registered Security for conversion into Common
         Stock of the Company or exchange for other securities pursuant to its
         terms, or pursuant to or as contemplated by the terms of such
         Securities);

                  (3) if such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with Coupons, without Coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;

                  (4) if any of such Securities are to be issuable in global
         form, when any of such Securities are to be issuable in global form and
         (i) whether such Securities are to be issued in temporary or permanent
         global form or both, (ii) whether beneficial owners of interests in any
         such global Security may exchange such interests for Securities of the
         same series and of like tenor and of any authorized form and
         denomination, and the circumstances under which any such exchanges may
         occur, if other than in the manner specified in Section 3.5, and (iii)
         the name of the Depository or the U.S. Depository, as the case may be,
         with respect to any such global Security;

                  (5) if any of such Securities are to be issuable as Bearer
         Securities or in global form, the date as of which any such Bearer
         Security or global Security shall be dated (if other than the date of
         original issuance of the first of such Securities to be issued);




                                       20
<PAGE>   29

                  (6) if any of such Securities are to be issuable as Bearer
         Securities, whether interest in respect of any portion of a temporary
         Bearer Security in global form payable in respect of an Interest
         Payment Date therefor prior to the exchange, if any, of such temporary
         Bearer Security for definitive Securities shall be paid to any clearing
         organization with respect to the portion of such temporary Bearer
         Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

                  (7) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal of
         and premium, if any, on such Securities is payable;

                  (8) the rate or rates at which such Securities shall bear
         interest, if any, or the method or methods, if any, by which such rate
         or rates are to be determined, the date or dates, if any, from which
         such interest shall accrue or the method or methods, if any, by which
         such date or dates are to be determined, the Interest Payment Dates, if
         any, on which such interest shall be payable and the Regular Record
         Date, if any, for the interest payable on Registered Securities on any
         Interest Payment Date, whether and under what circumstances Additional
         Amounts on such Securities or any of them shall be payable, the notice,
         if any, to Holders regarding the determination of interest on a
         floating rate Security and the manner of giving such notice, and the
         basis upon which interest shall be calculated if other than that of a
         360-day year of twelve 30-day months;

                  (9) if in addition to or other than the Borough of Manhattan,
         The City of New York, the place or places where the principal of, any
         premium and interest on or any Additional Amounts with respect to such
         Securities shall be payable, any of such Securities that are Registered
         Securities may be surrendered for registration of transfer or exchange,
         any of such Securities may be surrendered for conversion or exchange
         and notices or demands to or upon the Company in respect of such
         Securities and this Indenture may be served, the extent to which, or
         the manner in which, any interest payment or Additional Amounts on a
         global Security on an Interest Payment Date, will be paid and the
         manner in which any principal of or premium, if any, on any global
         Security will be paid;

                  (10) whether any of such Securities are to be redeemable at
         the option of the Company and, if so, the date or dates on which, the
         period or periods within which, the price or prices at which and the
         other terms and conditions upon which such Securities may be redeemed,
         in whole or in part, at the option of the Company;

                  (11) whether the Company is obligated to redeem or purchase
         any of such Securities pursuant to any sinking fund or analogous
         provision or at the option of any Holder thereof and, if so, the date
         or dates on which, the period or periods within which, the price or
         prices at which and the other terms and conditions upon which such
         Securities shall be redeemed or purchased, in whole or in part,
         pursuant to such obligation, and any provisions for the remarketing of
         such Securities so redeemed or purchased;




                                       21
<PAGE>   30

                  (12) the denominations in which any of such Securities that
         are Registered Securities shall be issuable if other than denominations
         of $1,000 and any integral multiple thereof, and the denominations in
         which any of such Securities that are Bearer Securities shall be
         issuable if other than the denomination of $5,000;

                  (13) whether the Securities of the series will be convertible
         into shares of Common Stock of the Company and/or exchangeable for
         other securities, whether or not issued by the Company, and, if so, the
         terms and conditions upon which such Securities will be so convertible
         or exchangeable, and any deletions from or modifications or additions
         to this Indenture to permit or to facilitate the issuance of such
         convertible or exchangeable Securities or the administration thereof;

                  (14) if other than the principal amount thereof, the portion
         of the principal amount of any of such Securities that shall be payable
         upon declaration of acceleration of the Maturity thereof pursuant to
         Section 5.2 or the method by which such portion is to be determined;

                  (15) if other than Dollars, the Foreign Currency in which
         payment of the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities shall be
         payable;

                  (16) if the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities are to be
         payable, at the election of the Company or a Holder thereof or
         otherwise, in Dollars or in a Foreign Currency other than that in which
         such Securities are stated to be payable, the date or dates on which,
         the period or periods within which, and the other terms and conditions
         upon which, such election may be made, and the time and manner of
         determining the exchange rate between the Currency in which such
         Securities are stated to be payable and the Currency in which such
         Securities or any of them are to be paid pursuant to such election, and
         any deletions from or modifications of or additions to the terms of
         this Indenture to provide for or to facilitate the issuance of
         Securities denominated or payable, at the election of the Company or a
         Holder thereof or otherwise, in a Foreign Currency;

                  (17) whether the amount of payments of principal of, any
         premium or interest on or any Additional Amounts with respect to such
         Securities may be determined with reference to an index, formula or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on Dollars, one or more Foreign
         Currencies, commodities, equity securities, equity indices or other
         indices), and, if so, the terms and conditions upon which and the
         manner in which such amounts shall be determined and paid or payable;

                  (18) the relative degree, if any, to which Securities of such
         series shall be senior to or be subordinated to other series of
         Securities or other Indebtedness of the Company in right of payment,
         whether such other series of Securities or other Indebtedness is
         outstanding or not;



                                       22
<PAGE>   31

                  (19) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to any of
         such Securities, whether or not such Events of Default or covenants are
         consistent with the Events of Default or covenants set forth herein;

                  (20) whether either or both of Section 4.2(2) relating to
         defeasance or Section 4.2(3) relating to covenant defeasance shall not
         be applicable to the Securities of such series, or any covenants in
         addition to those specified in Section 4.2(3) relating to the
         Securities of such series shall be subject to covenant defeasance, and
         any deletions from, or modifications or additions to, the provisions of
         Article 4 in respect of the Securities of such series;

                  (21) whether any of such Securities are to be issuable upon
         the exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

                  (22) if any of such Securities are to be issuable in global
         form and are to be issuable in definitive form (whether upon original
         issue or upon exchange of a temporary Security) only upon receipt of
         certain certificates or other documents or satisfaction of other
         conditions, then the form and terms of such certificates, documents or
         conditions;

                  (23) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities; and

                  (24) any other terms of such Securities and any other
         deletions from or modifications or additions to this Indenture in
         respect of such Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers' Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers' Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

         If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.




                                       23
<PAGE>   32

         Section 3.2. CURRENCY; DENOMINATIONS.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

         Section 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         Securities shall be executed on behalf of the Company by its Chairman
of the Board, one of its Vice Chairmen, its President, its Treasurer or one of
its Vice Presidents under its corporate seal reproduced thereon and attested by
any one of such officers (other than the officer executing such Securities), its
Secretary or one of its Assistant Secretaries. Coupons shall be executed on
behalf of the Company by the Treasurer or any Assistant Treasurer of the
Company. The signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile.

         Securities and any Coupons appertaining thereto 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 and Coupons or did not hold such offices at the date
of original issuance of such Securities or Coupons.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver, or make available for delivery, such Securities.
In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons appertaining
thereto, the Trustee shall be entitled to receive, and (subject to Sections
315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in
relying upon,

                  (1) an Opinion of Counsel to the effect that:

                  (a) the form or forms and terms of such Securities and
         Coupons, if any, have been established in conformity with the
         provisions of this Indenture;

                  (b) all conditions precedent to the authentication and
         delivery of such Securities and Coupons, if any, appertaining thereto,
         have been complied with and that such Securities and Coupons, when
         completed by appropriate insertions, executed under the Company's
         corporate seal and attested by duly authorized officers of the Company,




                                       24
<PAGE>   33

         delivered by duly authorized officers of the Company to the Trustee for
         authentication pursuant to this Indenture, and 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 legally valid and binding obligations of the Company,
         enforceable against the Company in accordance with their terms, except
         as enforcement thereof may be subject to or limited by bankruptcy,
         insolvency, reorganization, moratorium, arrangement, fraudulent
         conveyance, fraudulent transfer or other similar laws relating to or
         affecting creditors' rights generally, and subject to general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding in equity or at law) and will entitle the Holders thereof to
         the benefits of this Indenture; such Opinion of Counsel need express no
         opinion as to the availability of equitable remedies;

                  (c) all laws and requirements in respect of the execution and
         delivery by the Company of such Securities and Coupons, if any, have
         been complied with; and

                  (d) this Indenture has been qualified under the Trust
         Indenture Act; and

                 (2) an Officers' Certificate stating that all conditions
         precedent to the execution, authentication and delivery of such
         Securities and Coupons, if any, appertaining thereto, have been
         complied with and that, to the best knowledge of the Persons executing
         such certificate, no event which is, or after notice or lapse of time
         would become, an Event of Default with respect to any of the Securities
         shall have occurred and be continuing.

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company
that the Trustee authenticate and deliver Securities of such series for original
issue will be deemed to be a certification by the Company that all conditions
precedent provided for in this Indenture relating to authentication and delivery
of such Securities continue to have been complied with.

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any 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 or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

         Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

         No Security or Coupon appertaining thereto 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 in Section 2.2 or 6.11 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of




                                       25
<PAGE>   34

its authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

         Section 3.4. TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or more temporary Securities (accompanied
by any unmatured Coupons appertaining thereto), the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; PROVIDED, HOWEVER, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and
PROVIDED, FURTHER, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary global Security, 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.

         Section 3.5. REGISTRATION, TRANSFER AND EXCHANGE.

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; PROVIDED
that no such removal or



                                       26
<PAGE>   35

replacement shall be effective until a successor Security Registrar with respect
to such series of Securities shall have been appointed by the Company and shall
have accepted such appointment by the Company. In the event that the Trustee
shall not be or shall cease to be Security Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such
series at all reasonable times. There shall be only one Security Register for
each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such 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 Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of a
like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

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

         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities of such series containing
identical terms, denominated as authorized in or pursuant to this Indenture and
in the same aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any Office or Agency for such series, with all unmatured
Coupons and all matured Coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
PROVIDED, HOWEVER, that, except as otherwise provided in Section 10.2, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
Office or Agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date or proposed date of payment, as the case may be (or, if
such Coupon is so surrendered with such Bearer Security, such Coupon shall be
returned to the Person so surrendering the Bearer Security),



                                       27
<PAGE>   36

and interest or Defaulted Interest, as the case may be, shall not be payable on
such Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.

         If provided in or pursuant to this Indenture with respect to Securities
of any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

         Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Company within 90 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a Company
Order to the effect that such global Security shall be so exchangeable, or (iii)
an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; PROVIDED, HOWEVER, that no
such



                                       28
<PAGE>   37

exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities of the same series to be redeemed and ending
on the relevant Redemption Date; and PROVIDED, FURTHER, that (unless otherwise
provided in or pursuant to this Indenture) no Bearer Security delivered in
exchange for a portion of a global Security shall be mailed or otherwise
delivered to any location in the United States. Promptly following any such
exchange in part, such global Security shall be returned by the Trustee to such
Depository or the U.S. Depository, as the case may be, or such other Depository
or U.S. Depository referred to above in accordance with the instructions of the
Company referred to above. If a Registered Security is issued in exchange for
any portion of a global Security after the close of business at the Office or
Agency for such Security where such exchange occurs on or after (i) any Regular
Record Date for such Security and before the opening of business at such Office
or Agency on the next succeeding Interest Payment Date, or (ii) any Special
Record Date for such Security and before the opening of business at such Office
or Agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest shall not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but shall be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security shall be payable in
accordance with the provisions of this Indenture.

         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 entitling the Holders thereof to the same benefits under this Indenture
as the Securities surrendered upon such registration of transfer or exchange.

         Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security 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, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge.

         Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of mailing of any notice of redemption of Securities of like
tenor and the same series under Section 11.3 and ending at the close of business
on the day of such selection, (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and the
same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been



                                       29
<PAGE>   38

surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

         Section 3.6. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

         If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
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 or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and, upon the Company's request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons appertaining thereto
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.

         Notwithstanding the foregoing provisions of this Section 3.6, in case
any mutilated, destroyed, lost or stolen Security or Coupon 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 or Coupon; PROVIDED, HOWEVER, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

         Upon the issuance of any new Security under this Section 3.6, 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 the Trustee) connected therewith.

         Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or not
the destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon 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 such series and any
Coupons, if any, duly issued hereunder.



                                       30
<PAGE>   39

         The provisions of this Section 3.6, as amended or supplemented pursuant
to this Indenture with respect to particular Securities or generally, shall be
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 or Coupons.

         Section 3.7. PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS; RIGHTS
                      TO INTEREST AND CERTAIN ADDITIONAL AMOUNTS PRESERVED.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of
business on the Regular Record Date for such interest.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
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 Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed by the Company in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on such Registered Security, the
         Special Record Date therefor 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 on or prior to the date of the proposed
         payment, such money when so deposited to be held in trust for the
         benefit of the Person entitled to such Defaulted Interest as in this
         clause provided. The Special Record Date for the payment of such
         Defaulted Interest shall be not more than 15 days and not less than 10
         days prior to the date of the proposed payment and not less than 10
         days after notification to the Trustee of the proposed payment. The
         Trustee shall, in the name and at the expense of the Company, cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to the Holder of such Registered Security (or a Predecessor Security
         thereof) at his address as it appears in the Security Register not less
         than 10 days prior to such Special Record Date. The Trustee shall, in
         the name and at the expense of the Company, cause a similar notice to
         be published at least once in an Authorized Newspaper of general
         circulation in the Borough of Manhattan, The City of New York, but such
         publication shall not be a condition precedent to the establishment of
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been
         mailed as aforesaid, such Defaulted Interest shall be paid to the
         Person in whose name such Registered Security (or a



                                       31
<PAGE>   40

         Predecessor Security thereof) shall be 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 in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Security may be listed, and upon such
         notice as may be required by such exchange, if, after notice given by
         the Company to the Trustee of the proposed payment pursuant to this
         clause, such payment shall be deemed practicable by the Trustee.

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the United
States.

         Subject to the foregoing provisions of this Section and Section 3.5,
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.

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock or exchangeable for other securities,
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with
respect to which the Stated Maturity is after the date of conversion or exchange
of such Registered Security shall not be payable.

         Section 3.8. PERSONS DEEMED OWNERS.

         Prior to due presentment of a Registered 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 Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to Sections 3.5 and
3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security



                                       32
<PAGE>   41

or Coupon for the purpose of receiving payment thereof or on account thereof and
for all other purposes whatsoever, whether or not any payment with respect to
such Security or Coupon shall be overdue, and none of the Company, the Trustee
or any agent of the Company or the Trustee shall be affected by notice to the
contrary.

         No Holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

         Section 3.9. CANCELLATION.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. 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 all Securities so delivered shall be cancelled promptly 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 or pursuant to this Indenture. All cancelled Securities and Coupons held by
the Trustee shall be disposed of by the Trustee in its customary manner, unless
by a Company Order the Company directs their return to it.

         Section 3.10. COMPUTATION OF INTEREST.

         Except as otherwise provided in or pursuant to this Indenture or in any
Security, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

         Section 3.11. CUSIP NUMBERS.

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




                                       33
<PAGE>   42

                                   ARTICLE 4

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1. SATISFACTION AND DISCHARGE.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

         (1) either

                  (a) all Securities of such series theretofore authenticated
         and delivered and all Coupons appertaining thereto (other than (i)
         Coupons appertaining to Bearer Securities of such series surrendered in
         exchange for Registered Securities of such series and maturing after
         such exchange whose surrender is not required or has been waived as
         provided in Section 3.5, (ii) Securities and Coupons of such series
         which have been destroyed, lost or stolen and which have been replaced
         or paid as provided in Section 3.6, (iii) Coupons appertaining to
         Securities of such series called for redemption and maturing after the
         relevant Redemption Date whose surrender has been waived as provided in
         Section 11.7, and (iv) Securities and Coupons of such series 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 10.3) have been
         delivered to the Trustee for cancellation; or

                  (b) all Securities of such series and, in the case of (i) or
         (ii) below, any Coupons appertaining thereto not theretofore delivered
         to the Trustee for cancellation

                           (i) have become due and payable,

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

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

         and the Company, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust for
         such purpose, money in the Currency in which such Securities are
         payable in an amount sufficient to pay and discharge the entire
         indebtedness on such Securities and any Coupons appertaining thereto
         not theretofore delivered to the Trustee for cancellation, including
         the principal of, any premium and interest on, and any Additional
         Amounts with respect to such Securities and any Coupons appertaining
         thereto, to the date of such deposit (in the case of Securities which
         have become due and payable) or to the Maturity thereof, as the case
         may be;





                                       34
<PAGE>   43

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; and

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

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.6 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by
Section 10.4 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any
rights to convert or exchange such Securities into Common Stock or other
securities shall survive.

         Section 4.2. DEFEASANCE AND COVENANT DEFEASANCE.

                  (1) Unless pursuant to Section 3.1, either or both of (i)
         defeasance of the Securities of or within a series under clause (2) of
         this Section 4.2 shall not be applicable with respect to the Securities
         of such series or (ii) covenant defeasance of the Securities of or
         within a series under clause (3) of this Section 4.2 shall not be
         applicable with respect to the Securities of such series, then such
         provisions, together with the other provisions of this Section 4.2
         (with such modifications thereto as may be specified pursuant to
         Section 3.1 with respect to any Securities), shall be applicable to
         such Securities and any Coupons appertaining thereto, and the Company
         may at its option by Board Resolution, at any time, with respect to
         such Securities and any Coupons appertaining thereto, elect to have
         Section 4.2(2) or Section 4.2(3) be applied to such Outstanding
         Securities and any Coupons appertaining thereto upon compliance with
         the conditions set forth below in this Section 4.2.

                  (2) Upon the Company's exercise of the above option applicable
         to this Section 4.2(2) with respect to any Securities of or within a
         series, the Company shall be deemed to have been discharged from its
         obligations with respect to such Outstanding Securities and any Coupons
         appertaining thereto on the date the conditions set forth in clause (4)
         of this Section 4.2 are satisfied (hereinafter, "defeasance"). For this
         purpose, such defeasance means that the Company shall be deemed to have
         paid and discharged the entire Indebtedness represented by such
         Outstanding Securities and any Coupons



                                       35
<PAGE>   44

         appertaining thereto, which shall thereafter be deemed to be
         "Outstanding" only for the purposes of clause (5) of this Section 4.2
         and the other Sections of this Indenture referred to in clauses (i) and
         (ii) below, and to have satisfied all of its other obligations under
         such Securities and any Coupons appertaining thereto and this Indenture
         insofar as such Securities and any Coupons appertaining thereto are
         concerned (and the Trustee, at the expense of the Company, shall
         execute proper instruments acknowledging the same), except for the
         following which shall survive until otherwise terminated or discharged
         hereunder: (i) the rights of Holders of such Outstanding Securities and
         any Coupons appertaining thereto to receive, solely from the trust fund
         described in clause (4) of this Section 4.2 and as more fully set forth
         in such clause, payments in respect of the principal of (and premium,
         if any) and interest, if any, on, and Additional Amounts, if any, with
         respect to, such Securities and any Coupons appertaining thereto when
         such payments are due, and any rights of such Holder to convert such
         Securities into Common Stock or exchange such Securities for other
         securities, (ii) the obligations of the Company and the Trustee with
         respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and
         with respect to the payment of Additional Amounts, if any, on such
         Securities as contemplated by Section 10.4 (but only to the extent that
         the Additional Amounts payable with respect to such Securities exceed
         the amount deposited in respect of such Additional Amounts pursuant to
         Section 4.2(4)(a) below), and with respect to any rights to convert
         such Securities into Common Stock or exchange such Securities for other
         securities, (iii) the rights, powers, trusts, duties and immunities of
         the Trustee hereunder and (iv) this Section 4.2. The Company may
         exercise its option under this Section 4.2(2) notwithstanding the prior
         exercise of its option under clause (3) of this Section 4.2 with
         respect to such Securities and any Coupons appertaining thereto.

                  (3) Upon the Company's exercise of the option to have this
         Section 4.2(3) apply with respect to any Securities of or within a
         series, the Company shall be released from its obligations under any
         covenant applicable to such Securities specified pursuant to Section
         3.1(20), with respect to such Outstanding Securities and any Coupons
         appertaining thereto on and after the date the conditions set forth in
         clause (4) of this Section 4.2 are satisfied (hereinafter, "covenant
         defeasance"), and such Securities and any Coupons appertaining thereto
         shall thereafter be deemed to be not "Outstanding" for the purposes of
         any direction, waiver, consent or declaration or Act of Holders (and
         the consequences of any thereof) in connection with any 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 such Outstanding Securities and any Coupons appertaining
         thereto, 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 other covenant, whether directly or
         indirectly, by reason of any reference elsewhere herein to any such
         Section or such other covenant or by reason of reference in any such
         Section or such other covenant to any other provision herein or in any
         other document and such omission to comply shall not constitute a
         default or an Event of Default under Section 5.1(4) or 5.1(9) or
         otherwise, as the case may be, but, except as specified above, the
         remainder of this Indenture and such Securities and Coupons
         appertaining thereto shall be unaffected thereby.




                                       36
<PAGE>   45

                  (4) The following shall be the conditions to application of
         clause (2) or (3) of this Section 4.2 to any Outstanding Securities of
         or within a series and any Coupons appertaining thereto:

                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.7 who shall agree to comply with the
         provisions of this Section 4.2 applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any Coupons appertaining thereto, (1) an
         amount in Dollars or in such Foreign Currency in which such Securities
         and any Coupons appertaining thereto are then specified as payable at
         Stated Maturity, or (2) Government Obligations applicable to such
         Securities and Coupons appertaining thereto (determined on the basis of
         the Currency in which such Securities and Coupons appertaining thereto
         are then specified as payable at Stated Maturity) which through the
         scheduled payment of principal and interest in respect thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment of principal of (and premium, if any) and
         interest, if any, on such Securities and any Coupons appertaining
         thereto, money in an amount, or (3) a combination thereof, in any case,
         in an amount, sufficient, without consideration of any reinvestment of
         such principal and interest, in the opinion of a nationally recognized
         firm of independent public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay and discharge,
         and which shall be applied by the Trustee (or other qualifying trustee)
         to pay and discharge, (y) the principal of (and premium, if any) and
         interest, if any, on such Outstanding Securities and any Coupons
         appertaining thereto at the Stated Maturity of such principal or
         installment of principal or premium or interest and (z) any mandatory
         sinking fund payments or analogous payments applicable to such
         Outstanding Securities and any Coupons appertaining thereto on the days
         on which such payments are due and payable in accordance with the terms
         of this Indenture and of such Securities and any Coupons appertaining
         thereto.

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

                  (c) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to such
         Securities and any Coupons appertaining thereto shall have occurred and
         be continuing on the date of such deposit and, with respect to
         defeasance only, at any time during the period ending on the 123rd day
         after the date of such deposit (it being understood that this condition
         shall not be deemed satisfied until the expiration of such period).

                  (d) In the case of an election under clause (2) of this
         Section 4.2, the Company shall have delivered to the Trustee an Opinion
         of Counsel stating that (i) the Company has received from the Internal
         Revenue Service a letter ruling, or there has been published by the
         Internal Revenue Service a Revenue Ruling, or (ii) since the date of
         execution of this Indenture, there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that,




                                       37
<PAGE>   46

         the Holders of such Outstanding Securities and any Coupons appertaining
         thereto will not recognize income, gain or loss for Federal income tax
         purposes as a result of such defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such defeasance had not occurred.

                  (e) In the case of an election under clause (3) of this
         Section 4.2, the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the Holders of such Outstanding
         Securities and any Coupons appertaining thereto will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such covenant defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such covenant defeasance had not occurred.

                  (f) The Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that, after the 123rd day after the date of
         deposit, all money and Government Obligations (or other property as may
         be provided pursuant to Section 3.1) (including the proceeds thereof)
         deposited or caused to be deposited with the Trustee (or other
         qualifying trustee) pursuant to this clause (4) to be held in trust
         will not be subject to any case or proceeding (whether voluntary or
         involuntary) in respect of the Company under any Federal or State
         bankruptcy, insolvency, reorganization or other similar law, or any
         decree or order for relief in respect of the Company issued in
         connection therewith.

                  (g) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance or covenant defeasance under
         clause (2) or (3) of this Section 4.2 (as the case may be) have been
         complied with.

                  (h) Notwithstanding any other provisions of this Section
         4.2(4), such defeasance or covenant defeasance shall be effected in
         compliance with any additional or substitute terms, conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 3.1.

                  (5) Unless otherwise specified in or pursuant to this
         Indenture or any Security, if, after a deposit referred to in Section
         4.2(4)(a) has been made, (a) the Holder of a Security in respect of
         which such deposit was made is entitled to, and does, elect pursuant to
         Section 3.1 or the terms of such Security to receive payment in a
         Currency other than that in which the deposit pursuant to Section
         4.2(4)(a) has been made in respect of such Security, or (b) a
         Conversion Event occurs in respect of the Foreign Currency in which the
         deposit pursuant to Section 4.2(4)(a) has been made, the indebtedness
         represented by such Security and any Coupons appertaining thereto shall
         be deemed to have been, and will be, fully discharged and satisfied
         through the payment of the principal of (and premium, if any), and
         interest, if any, on, and Additional Amounts, if any, with respect to,
         such Security as the same becomes due out of the proceeds yielded by
         converting (from time to time as specified below in the case of any
         such election) the amount or other property deposited in respect of
         such Security into the Currency in which such Security becomes payable
         as a result of such election or Conversion Event based on (x)



                                       38
<PAGE>   47

         in the case of payments made pursuant to clause (a) above, the
         applicable market exchange rate for such Currency in effect on the
         second Business Day prior to each payment date, or (y) with respect to
         a Conversion Event, the applicable market exchange rate for such
         Foreign Currency in effect (as nearly as feasible) at the time of the
         Conversion Event.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 4.2 or the
principal or 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 such
Outstanding Securities and any Coupons appertaining thereto.

         Anything in this Section 4.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 4.2 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 a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.

         Section 4.3. APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto 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 Holders of such Securities and any
Coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

                                   ARTICLE 5

                                    REMEDIES

         Section 5.1. 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),
unless such event is specifically deleted or modified in or pursuant to the




                                       39
<PAGE>   48

supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such Series pursuant to this Indenture:

                  (1) default in the payment of any interest on any Security of
         such series, or any Additional Amounts payable with respect thereto,
         when such interest becomes or such Additional Amounts become 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 any premium
         on any Security of such series or any Additional Amounts payable with
         respect thereto, when such principal or premium becomes or such
         Additional Amounts become due and payable at their Maturity; or

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

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture or the Securities (other than
         a covenant or warranty a default in the performance or the breach of
         which is elsewhere in this Section specifically dealt with or which has
         been expressly included in this Indenture solely for the benefit of a
         series of Securities other than such series), and continuance of such
         default or breach for a period of 60 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 such series, a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5) there occurs with respect to any issue or issues of
         Indebtedness of the Company (including an Event of Default under any
         other series of Securities) or any of its Restricted Subsidiaries
         having an outstanding principal amount of $50,000,000 or more in the
         aggregate for all such issues of all such Persons, whether such
         Indebtedness exists on the date of this Indenture or shall hereafter be
         created, (a) an event of default that has caused the holder thereof to
         declare such Indebtedness to be due and payable prior to its stated
         maturity and such Indebtedness has not been discharged in full or such
         acceleration has not been rescinded or annulled within 30 days of such
         acceleration and/or (b) the failure to make a principal payment at the
         final (but not any interim) fixed maturity and such defaulted payment
         shall not have been made, waived or extended within 30 days of such
         payment default; or

                  (6) the Company or any of its Restricted Subsidiaries shall
         fail within 30 days to pay, bond or otherwise discharge uninsured
         judgments or court orders for the payment of money in excess of
         $50,000,000 in the aggregate, which are not stayed on appeal or are not
         otherwise being appropriately contested in good faith; or

                  (7) the entry by a court having competent jurisdiction of:

                  (a) a decree or order for relief in respect of the Company or
         any of its Restricted Subsidiaries in an involuntary proceeding under
         any applicable bankruptcy,



                                       40
<PAGE>   49

         insolvency, reorganization or other similar law and such decree or
         order shall remain unstayed and in effect for a period of 60
         consecutive days; or

                  (b) a decree or order adjudging the Company or any of its
         Restricted Subsidiaries to be insolvent, or approving a petition
         seeking reorganization, arrangement, adjustment or composition of the
         Company or any of its Restricted Subsidiaries and such decree or order
         shall remain unstayed and in effect for a period of 60 consecutive
         days; or

                  (c) a final and non-appealable order appointing a custodian,
         receiver, liquidator, assignee, trustee or other similar official of
         the Company or any of its Restricted Subsidiaries or of any substantial
         part of the property of the Company or any of its Restricted
         Subsidiaries, as the case may be, or ordering the winding up or
         liquidation of the affairs of the Company or any of its Restricted
         Subsidiaries; or

                  (8) the commencement by the Company or any of its Restricted
         Subsidiaries of a voluntary proceeding under any applicable bankruptcy,
         insolvency, reorganization or other similar law or of a voluntary
         proceeding seeking to be adjudicated insolvent or the consent by the
         Company or any of its Restricted Subsidiaries to the entry of a decree
         or order for relief in an involuntary proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any insolvency proceedings against it, or the filing by
         the Company or any of its Restricted Subsidiaries of a petition or
         answer or consent seeking reorganization, arrangement, adjustment or
         composition of the Company or any of its Restricted Subsidiaries or
         relief under any applicable law, or the consent by the Company or any
         of its Restricted Subsidiaries to the filing of such petition or to the
         appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee or similar official of the Company or any
         of its Restricted Subsidiaries or any substantial part of the property
         of the Company or any of its Restricted Subsidiaries or the making by
         the Company or any of its Restricted Subsidiaries of an assignment for
         the benefit of creditors, or the taking of corporate action by the
         Company or any of its Restricted Subsidiaries in furtherance of any
         such action; or

                  (9) any other Event of Default provided in or pursuant to this
         Indenture with respect to Securities of such series.

         Section 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default with respect to the Company
specified in clause (7) or (8) of Section 5.1) occurs and is continuing, then
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series may declare the principal of all the
Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or such lesser amount shall become
immediately due and payable.




                                       41
<PAGE>   50

         If an Event of Default with respect to the Company specified in clause
(7) or (8) of Section 5.1 occurs, all unpaid principal of and accrued interest
on and any Additional Amounts payable in respect of the Outstanding Securities
of that series (or such lesser amount as may be provided for in the Securities
of such series) shall IPSO FACTO become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of
any Security of that series.

         At any time after a declaration of acceleration with respect to the
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, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such 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
         of money sufficient to pay

                  (a) all overdue installments of any interest on and Additional
         Amounts with respect to all Securities of such series and any Coupon
         appertaining thereto,

                  (b) the principal of and any premium on any Securities of such
         series which have become due otherwise than by such declaration of
         acceleration and interest thereon and any Additional Amounts with
         respect thereto at the rate or rates borne by or provided for in such
         Securities,

                  (c) to the extent that payment of such interest or Additional
         Amounts is lawful, interest upon overdue installments of any interest
         and Additional Amounts at the rate or rates borne by or provided for in
         such Securities, and

                  (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 all other amounts due the Trustee
         under Section 6.6; and

                  (2) all Events of Default with respect to Securities of such
         series, other than the non-payment of the principal of, any premium and
         interest on, and any Additional Amounts with respect to Securities of
         such series which shall have become due solely by such declaration of
         acceleration, shall have been cured or waived as provided in Section
         5.13.

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

         Section 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                      TRUSTEE.

         The Company covenants that if

                  (1) default is made in the payment of any installment of
         interest on or any Additional Amounts with respect to any Security or
         any Coupon appertaining thereto



                                       42
<PAGE>   51

         when such interest or Additional Amounts shall have become 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 any
         premium on any Security or any Additional Amounts with respect thereto
         at their Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money 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 and all other
amounts due to the Trustee under Section 6.6.

         If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies 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 and any Coupons appertaining thereto, 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
and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

         Section 5.4. 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 of any series or the property of the Company or 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 any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (1) to file and prove a claim for the whole amount, or such
         lesser amount as may be provided for in the Securities of any
         applicable series, of the principal and any premium, interest and
         Additional Amounts owing and unpaid in respect of the Securities



                                       43
<PAGE>   52

         and any Coupons appertaining thereto 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 or
         counsel) and of the Holders of Securities or any Coupons appertaining
         thereto allowed in such judicial proceeding, and

                  (2) to collect and receive any monies 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 of Securities or any Coupons 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 of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.6.

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

         Section 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                      SECURITIES OR COUPONS.

         All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons 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 or judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, shall be for the ratable benefit of each and every Holder of the
Securities or Coupons in respect of which such judgment has been recovered.

         Section 5.6. APPLICATION OF MONEY COLLECTED.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, or any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, 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 and any
         predecessor Trustee under Section 6.6;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities and any Coupons for principal and any premium, interest
         and Additional Amounts in respect of which or for the benefit of which
         such money has been collected,



                                       44
<PAGE>   53

         ratably, without preference or priority of any kind, according to the
         aggregate amounts due and payable on such Securities and Coupons for
         principal and any premium, interest and Additional Amounts,
         respectively;

                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

         Section 5.7. LIMITATIONS ON SUITS.

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

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

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of such 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 such
         indemnity as is reasonably satisfactory to it 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

                  (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 such
         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 or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all such Holders.

         Section 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
                      ANY PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 3.5 and 3.7) interest on, and any Additional Amounts with respect to
such Security or payment of such Coupon, as the case may be, on the respective
Stated Maturity or Maturities therefor specified in such Security or Coupon (or,
in the case of redemption, on the Redemption Date or, in the case of repayment
at the option of such Holder if provided in or pursuant to this Indenture, on
the date such repayment is due) and to




                                       45
<PAGE>   54

institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         Section 5.9. RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder of a Security or a Coupon 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 the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.

         Section 5.10. RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or Coupons in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or to each and every Holder of a Security or a Coupon is intended
to be exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall 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, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         Section 5.11. DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder of any Security or
Coupon 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 any Holder of a Security or a Coupon may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by such Holder, as the case may be.

         Section 5.12. CONTROL BY HOLDERS OF SECURITIES.

         The Holders of 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 any trust or power conferred on the Trustee with respect to the
Securities of such series and any Coupons appertaining thereto, provided that

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

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




                                       46
<PAGE>   55

                  (3) such direction is not unduly prejudicial to the rights of
         the other Holders of Securities of such series not joining in such
         action.

         Section 5.13. WAIVER OF PAST DEFAULTS.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

                  (1) in the payment of the principal of, any premium or
         interest on, or any Additional Amounts with respect to, any Security of
         such series or any Coupons appertaining thereto, or

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

         Section 5.14. WAIVER OF USURY, STAY OR EXTENSION LAWS.

         The Company covenants that (to the extent that it may lawfully do so)
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, 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 expressly waives (to the
extent that it may lawfully do so) 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.

         Section 5.15. UNDERTAKING FOR COSTS

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
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 5.15 shall not apply 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 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, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after



                                       47
<PAGE>   56

the Redemption Date, and, in the case of repayment, on or after the date for
repayment) or for the enforcement of the right, if any, to convert or exchange
any Security into Common Stock or other securities in accordance with its terms.

                                   ARTICLE 6

                                   THE TRUSTEE

         Section 6.1. CERTAIN RIGHTS OF TRUSTEE.

         Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

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

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or a Company Order
         (in each case, other than delivery of any Security, together with any
         Coupons appertaining thereto, to the Trustee for authentication and
         delivery pursuant to Section 3.3 which shall be sufficiently evidenced
         as provided therein) and any resolution of the Board of Directors may
         be sufficiently evidenced by a Board Resolution;

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

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

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

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, coupon or other paper or document, but
         the Trustee, in its discretion, may but shall not be obligated to 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




                                       48
<PAGE>   57

         examine, during business hours and upon reasonable notice, the books,
         records and premises of the Company, personally or by agent or
         attorney, at the sole expense of the Company;

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

                  (8) the Trustee shall not be liable for any action taken,
         suffered or omitted to be taken by it, or any error of judgment made in
         good faith by a Responsible Officer or Responsible Officers of the
         Trustee, unless it shall be proved that the Trustee was negligent,
         acted in bad faith or engaged in willful misconduct;

                  (9) the Authenticating Agent, Paying Agent, and Security
         Registrar shall have the same protections as the Trustee set forth
         hereunder;

                  (10) the Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with an Act of the Holders hereunder, and, to the extent not
         so provided herein, with respect to any act requiring the Trustee to
         exercise its own discretion, 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 or any Securities, unless it shall be proved that, in
         connection with any such action taken, suffered or omitted or any such
         act, the Trustee was negligent, acted in bad faith or engaged in
         willful misconduct;

                  (11) the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded; and

                  (12) 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 6.2. 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 entitled to receive reports pursuant to
Section 7.3(3), 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, if any, on, or Additional
Amounts or any sinking fund or purchase fund installment with respect to, any
Security of such series, the Trustee shall be



                                       49
<PAGE>   58

protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the best interest of the Holders of Securities and Coupons of such
series; and PROVIDED, FURTHER, that in the case of any default of the character
specified in Section 5.1(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days 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 6.3. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

         Section 6.4. MAY HOLD SECURITIES.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

         Section 6.5. MONEY HELD IN TRUST.

         Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

         Section 6.6. COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

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





                                       50
<PAGE>   59

                  (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 or arising out of or in
         connection with the acceptance or administration of the trust or trusts
         hereunder (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 the Trustee's
         negligence or bad faith; and

                  (3) to indemnify the Trustee and its agents, officers,
         directors and employees and any predecessor Trustee for, and to hold
         them harmless against, any and all loss, damage, claim, liability or
         expense, including taxes (other than taxes based upon, measured by or
         determined by the income of the Trustee), arising out of or in
         connection with the acceptance or administration of the trust or trusts
         hereunder, including the costs and expenses of defending themselves
         against any claim or liability in connection with the exercise or
         performance of any of their powers or duties hereunder, except to the
         extent that any such loss, damage, claim, liability or expense was due
         to the Trustee's negligence or willful misconduct.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

         To the extent permitted by law, any compensation or expense incurred by
the Trustee after a default specified in or pursuant to Section 5.1 is intended
to constitute an expense of administration under any then applicable bankruptcy
or insolvency law. "Trustee" for purposes of this Section 6.6 shall include any
predecessor Trustee but the negligence or willful misconduct of any Trustee
shall not affect the rights of any other Trustee under this Section 6.6.

         The provisions of this Section 6.6 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.

         Section 6.7. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, that is eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, and that is subject to supervision or examination
by Federal or state authority. 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.




                                       51
<PAGE>   60

         Section 6.8. RESIGNATION AND REMOVAL; APPOINTMENT OF
                      SUCCESSOR.

                  (1) 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 pursuant to Section 6.9.

                  (2) 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 6.9 shall not have been delivered to the Trustee
         within 30 days after the giving of such notice of resignation, the
         resigning Trustee may petition any court of competent jurisdiction, at
         the expense of the Company, for the appointment of a successor Trustee
         with respect to such series.

                  (3) 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 the Company. If the instrument of
         acceptance by a successor Trustee required by Section 6.9 shall not
         have been delivered to the Trustee within 30 days after delivery of
         such Act of Holders, the Trustee being removed may petition any court
         of competent jurisdiction, at the expense of the Company, for the
         appointment of a successor Trustee with respect to such series.

                  (4) If at any time:

                  (a) the Trustee shall fail to comply with the obligations
         imposed upon it under Section 310(b) of the Trust Indenture Act with
         respect to Securities of any series after written request therefor by
         the Company or any Holder of a Security of such series who has been a
         bona fide Holder of a Security of such series for at least six months,
         or

                  (b) the Trustee shall cease to be eligible under Section 6.7
         and shall fail to resign after written request therefor by the Company
         or any such Holder, or

                  (c) 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 or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security 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 removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

                  (5) 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 or pursuant to a Board Resolution, shall
         promptly appoint a successor Trustee or Trustees with respect to the
         Securities of such series (it being understood that any such successor
         Trustee may be appointed with respect to the



                                       52
<PAGE>   61

         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 6.9. If, within one year after such resignation, removal or
         incapacity, 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 6.9, 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 of Securities and accepted
         appointment in the manner required by Section 6.9, any Holder of a
         Security 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.

                  (6) 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 by mailing written notice of such event by first-class
         mail, postage prepaid, to the Holders of Registered Securities, if any,
         of such series as their names and addresses appear in the Security
         Register and, if Securities of such series are issued as Bearer
         Securities, by publishing notice of such event once in an Authorized
         Newspaper in each Place of Payment located outside the United States.
         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.

                  (7) In no event shall any retiring Trustee be liable for the
         acts or omissions of any successor Trustee hereunder.

         Section 6.9. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (1) Upon the appointment hereunder of any successor Trustee
         with respect to all Securities, such successor Trustee so appointed
         shall execute, acknowledge and deliver to the Company and 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 hereunder of the retiring Trustee; but, on the request of the
         Company or such successor Trustee, such retiring Trustee, upon payment
         of its charges, shall execute and deliver an instrument transferring to
         such successor Trustee all the rights, powers and trusts of the
         retiring Trustee and, subject to Section 10.3, shall duly assign,
         transfer and deliver to such successor Trustee all property and money
         held by such retiring Trustee hereunder, subject nevertheless to its
         claim, if any, provided for in Section 6.6.

                  (2) Upon the appointment hereunder of any successor Trustee
         with respect to the Securities of one or more (but not all) series, the
         Company, the retiring Trustee and such



                                       53
<PAGE>   62

         successor Trustee 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, such 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 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, 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 that no Trustee shall be responsible for any notice
         given to, or received by, or any act or failure to act on the part of
         any other Trustee hereunder, 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, such
         retiring Trustee shall have no further responsibility for the exercise
         of rights and powers or for the performance of the duties and
         obligations vested in the Trustee under this Indenture with respect to
         the Securities of that or those series to which the appointment of such
         successor Trustee relates other than as hereinafter expressly set
         forth, 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 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 such successor Trustee, such
         retiring Trustee, upon payment of its charges with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates and subject to Section 10.3 shall duly
         assign, transfer and deliver to such successor Trustee, to the extent
         contemplated by such supplemental indenture, the 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, subject to its claim, if any, provided for in Section
         6.6.

                  (3) Upon request of any Person appointed hereunder as a
         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 (1) or (2) of this Section, as the case may be.

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

         Section 6.10. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                       BUSINESS.

         Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation



                                       54
<PAGE>   63

to which the Trustee shall be a party, or any Corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, 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 6.11. APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, 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 must be acceptable to the Company and, except
as provided in or pursuant to this Indenture, shall at all times be a
Corporation that would be permitted by the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it 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 of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, 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.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and 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 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 (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security




                                       55
<PAGE>   64

Register, and (ii) if Securities of the series are issued as Bearer Securities,
publish notice of such appointment at least once in an Authorized Newspaper in
the place where such successor Authenticating Agent has its principal office if
such office is located outside the United States. 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 each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

         The provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each
Authenticating Agent.

         If an Authenticating Agent is appointed with respect to one or more
series of Securities pursuant to this Section, the Securities of such series may
have endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

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

                                       THE BANK OF NEW YORK,
                                                as Trustee


                                       By _____________________________________,
                                            as Authenticating Agent



                                       By ______________________________________
                                            Authorized Officer

         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.




                                       56
<PAGE>   65

                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.1. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee

                  (1) semi-annually with respect to Securities of each series,
         at least seven Business Days prior to each Interest Payment Date and
         the Stated Maturity Date of such Securities or upon such other dates as
         are set forth in or pursuant to the Board Resolution or indenture
         supplemental hereto authorizing such series, a list, in each case in
         such form as the Trustee may reasonably require, of the names and
         addresses of Holders as of the applicable date, and

                  (2) 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,

PROVIDED, HOWEVER, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.

         Section 7.2. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, the
Trustee, any Paying Agent or any Security Registrar shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with Section 312(c) of the Trust
Indenture Act, 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 312(b) of the Trust Indenture
Act.

         Section 7.3. REPORTS BY TRUSTEE.

                  (1) Within 60 days after February 15 of each year commencing
         with the first February 15 following the first issuance of Securities
         pursuant to Section 3.1, if required by Section 313(a) of the Trust
         Indenture Act, the Trustee shall transmit, pursuant to Section 313(c)
         of the Trust Indenture Act, a brief report dated as of such February 15
         with respect to any of the events specified in said Section 313(a)
         which may have occurred since the later of the immediately preceding
         February 15 and the date of this Indenture.

                  (2) The Trustee shall transmit the reports required by Section
         313 of the Trust Indenture Act at the times specified therein.





                                       57
<PAGE>   66

                  (3) Reports pursuant to this Section shall be transmitted in
         the manner and to the Persons required by Sections 313(c) and 313(d) of
         the Trust Indenture Act. In addition, a copy of each such report shall,
         at the time of such transmission to Holders, be filed by the Trustee
         with each stock exchange, if any, upon which the Securities are listed,
         with the Commission and with the Company. The Company will promptly
         notify the Trustee when the Securities are listed on any stock exchange
         and of any delisting thereof.

         Section 7.4. REPORTS BY COMPANY.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
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; 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 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

                  (3) transmit within 30 days after the filing thereof with the
         Trustee, in the manner and to the extent provided in Section 313(c) of
         the Trust Indenture Act, 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).



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                                   ARTICLE 8

                         CONSOLIDATION, MERGER AND SALES

         Section 8.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other Person
(whether or not affiliated with the Company), or convey, transfer or lease its
property and assets as an entirety or substantially as an entirety, to any other
Person (whether or not affiliated with the Company); and the Company shall not
permit any other Person (whether or not affiliated with the Company) to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets as an entirety or 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
         as an entirety or substantially as an entirety to any Person, the
         entity 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 as an entirety or
         substantially as an entirety shall be a Corporation organized and
         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 (or indentures, if at such time there is more than one
         Trustee) supplemental hereto, executed by the successor Person and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of, any premium and interest on
         and any Additional Amounts with respect to all the Securities and the
         performance of every obligation in this Indenture and the Outstanding
         Securities on the part of the Company to be performed or observed and
         shall provide for conversion or exchange rights in accordance with the
         provisions of the Securities of any series that are convertible or
         exchangeable into Common Stock or other securities;

                  (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 or event which, after notice or lapse of time, or
         both, would become an Event of Default, shall have occurred and be
         continuing; and

                  (3) either the Company or the successor Person shall have
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, conveyance,
         transfer or lease and, 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.

         Section 8.2. SUCCESSOR PERSON SUBSTITUTED FOR COMPANY

         Upon any consolidation by 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 to any Person in accordance
with Section 8.1, the successor Person



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<PAGE>   68

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 a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the
Securities and the Coupons.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

         Section 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

                  (1) to evidence the succession of another Person to the
         Company, and the assumption by any such successor of the covenants of
         the Company contained herein and in the Securities;

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (as shall be specified
         in such supplemental indenture or indentures) or to surrender any right
         or power herein conferred upon the Company;

                  (3) to add to or change any of the provisions of this
         Indenture to facilitate the issuance of Bearer Securities or to provide
         that Bearer Securities may be registrable as to principal, to change or
         eliminate any restrictions on the payment of principal of, any premium
         or interest on or any Additional Amounts with respect to Securities, to
         permit Bearer Securities to be issued in exchange for Registered
         Securities, to permit Bearer Securities to be exchanged for Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form, provided any such
         action shall not adversely affect the interests of the Holders of
         Outstanding Securities of any series or any Coupons appertaining
         thereto in any material respect;

                  (4) to establish the form or terms of Securities of any series
         and any Coupons appertaining thereto as permitted by Sections 2.1 and
         3.1;

                  (5) 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 6.9;

                  (6) to cure any ambiguity or to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall



                                       60
<PAGE>   69

         not adversely affect the interests of the Holders of Securities of any
         series then Outstanding or any Coupons appertaining thereto in any
         material respect;

                  (7) to add to, delete from or revise the conditions,
         limitations and restrictions on the authorized amount, terms or
         purposes of issue, authentication and delivery of Securities, as herein
         set forth;

                  (8) to add any additional Events of Default with respect to
         all or any series of Securities (as shall be specified in such
         supplemental indenture);

                  (9) 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
         Article 4, PROVIDED that any such action shall not adversely affect the
         interests of any Holder of Outstanding Securities of such series and
         any Coupons appertaining thereto or any other Outstanding Security or
         Coupon in any material respect;

                  (10) to secure the Securities;

                  (11) to make provisions with respect to conversion or exchange
         rights of Holders of Securities of any series;

                  (12) to amend or supplement any provision contained herein or
         in any supplemental indenture, PROVIDED that no such amendment or
         supplement shall materially adversely affect the interests of the
         Holders of any Securities then Outstanding; or

                  (13) to amend or supplement any provision contained herein,
         provided that such amendment or supplement does not apply to any
         Outstanding Securities issued prior to the date of such amendment or
         supplement and entitled to the benefits of such provision.

         Section 9.2. 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, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Company's 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 or of the Securities of such series; PROVIDED, HOWEVER,
that no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall

                  (1) change the Stated Maturity of the principal of, or any
         premium or installment of interest on or any Additional Amounts with
         respect to, any Security, or reduce the principal amount thereof or the
         rate (or modify the calculation of such rate) of interest thereon or
         any Additional Amounts with respect thereto, or any premium payable
         upon the redemption thereof or otherwise, or change the obligation of
         the Company to pay Additional Amounts pursuant to Section 10.4 (except
         as contemplated by Section 8.1(1)



                                       61
<PAGE>   70

         and permitted by Section 9.1(1)), 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 5.2 or the amount thereof provable in bankruptcy pursuant to
         Section 5.4, change the redemption provisions or adversely affect the
         right of repayment at the option of any Holder as contemplated by
         Article 13, or change the Place of Payment, Currency in which the
         principal of, any premium or interest on, or any Additional Amounts
         with respect to any Security 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, in the case of repayment at the option of the
         Holder, on or after the date for repayment),

                  (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 waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or reduce the
         requirements of Section 15.4 for quorum or voting,

                  (3) modify any of the provisions of this Indenture relating to
         the subordination of the Securities in a manner adverse to Holders of
         Securities,

                  (4) modify any of the provisions of this Section, Section 5.13
         or Section 10.6, 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, or

                  (5) make any change that adversely affects the right to
         convert or exchange any Security into or for Common Stock of the
         Company or other securities (whether or not issued by the Company),
         cash or property in accordance with its terms.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which shall have been included expressly and
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.

         It shall not be necessary for any Act of Holders of Securities 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 9.3. EXECUTION OF SUPPLEMENTAL INDENTURES.

         As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall receive, and
(subject to Section 315 of the Trust Indenture Act) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an
Officers' Certificate stating that all conditions precedent to the execution of
such supplemental indenture



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<PAGE>   71

have been fulfilled. The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

         Section 9.4. 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; and every Holder
of a Security theretofore or thereafter authenticated and delivered hereunder
and of any Coupon appertaining thereto shall be bound thereby.

         Section 9.5. 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.

         Section 9.6. CONFORMITY WITH TRUST INDENTURE ACT.

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

         Section 9.7. EFFECT ON SENIOR INDEBTEDNESS.

         No supplemental indenture shall directly or indirectly modify or
eliminate the provisions of Article 16 in any manner which might terminate or
impair the subordination of the Securities of any series to Senior Indebtedness
with respect to such series without the prior written consent of the holders of
such Senior Indebtedness.

         Section 9.8. NOTICE OF SUPPLEMENTAL INDENTURE.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.




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                                   ARTICLE 10

                                    COVENANTS

         Section 10.1. PAYMENT OF PRINCIPAL, ANY PREMIUM, INTEREST AND
                       ADDITIONAL AMOUNTS.

         The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with
respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.

         Section 10.2. MAINTENANCE OF OFFICE OR AGENCY.

         The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company shall maintain, subject to any laws
or regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; PROVIDED, HOWEVER, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company shall maintain a
Paying Agent in London, Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. 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, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment at the place specified for the purpose with respect to such Securities
as provided in or pursuant to this Indenture, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.

         Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; PROVIDED, HOWEVER, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of



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<PAGE>   73

principal of, any premium or interest on and any Additional Amounts with respect
to any such Security may be made at the Corporate Trust Office of the Trustee or
any Office or Agency designated by the Company in the Borough of Manhattan, The
City of New York, if (but only if) payment of the full amount of such principal,
premium, interest or Additional Amounts at all offices outside the United States
maintained for such purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

         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 shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates as the Place of Payment for each series
of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the Borough
of Manhattan, The City of New York for the Securities of any series.

         Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

         Section 10.3. 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 shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall 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 shall, on or prior to each due date of the principal
of, any premium or interest on or any Additional Amounts with respect to any
Securities of such series, deposit with any Paying Agent a sum (in the currency
or currencies, currency unit or units or composite currency or currencies
described in the preceding paragraph) sufficient to pay the principal or any
premium, interest or Additional Amounts so becoming due, such sum to be held in
trust for the benefit of




                                       65
<PAGE>   74

the Persons entitled thereto, 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 shall 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 shall:

                  (1) hold all sums held by it for the payment of the principal
         of, any premium or interest on or any Additional Amounts with respect
         to Securities of such series in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as provided in or pursuant to this Indenture;

                  (2) give the Trustee written notice of any default by the
         Company (or any other obligor upon the Securities of such series) in
         the making of any payment of principal, any premium or interest on or
         any Additional Amounts with respect to the Securities of such 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 terms 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 sums.

         Except as otherwise provided herein or pursuant hereto, 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, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have 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 or any Coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, shall, at the request and expense of the Company,
cause to be published once, in an Authorized Newspaper in each Place of Payment
for such series or to be mailed to Holders of Registered Securities of such
series, or both, 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 or mailing nor shall it be later than two years after such principal
and any premium or interest or Additional Amounts shall have become due and
payable, any unclaimed balance of such money then remaining will be repaid to
the Company.



                                       66
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         Section 10.4. ADDITIONAL AMOUNTS.

         If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding the payment of Additional Amounts in those
provisions hereof where such express mention is not made.

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officers' Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who are
United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or Coupons, and the Company
agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. The Company covenants to fully
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence,
bad faith or willful misconduct on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

         Section 10.5. CORPORATE EXISTENCE.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the existence of each of its Restricted Subsidiaries and the
rights (charter and statutory) and franchises of the Company and each of its
Restricted Subsidiaries; PROVIDED, HOWEVER, that the foregoing shall not
obligate the Company to preserve the existence of any of its Restricted
Subsidiaries or any such right or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not disadvantageous in any material respect
to any Holder.



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         Section 10.6. WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.5 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, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived 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.

         Section 10.7. COMPANY STATEMENT AS TO COMPLIANCE; NOTICE OF CERTAIN
                       DEFAULTS.

                  (1) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that

                           (a) a review of the activities of the Company during
         such year and of its performance under this Indenture has been made
         under his or her supervision, and

                           (b) to the best of his or her knowledge, based on
         such review, (a) the Company has complied with all the conditions and
         covenants imposed on it under this Indenture throughout such year, or,
         if there has been a default in the fulfillment of any such condition or
         covenant, specifying each such default known to him or her and the
         nature and status thereof, and (b) no event has occurred and is
         continuing which is, or after notice or lapse of time or both would
         become, an Event of Default, or, if such an event has occurred and is
         continuing, specifying each such event known to him and the nature and
         status thereof.

                  (2) The Company shall deliver to the Trustee, within five days
after the occurrence thereof, written notice of any Event of Default or any
event which after notice or lapse of time or both would become an Event of
Default pursuant to clause (4) of Section 5.1.

         Section 10.8. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

         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.




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<PAGE>   77

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.1. APPLICABILITY OF ARTICLE.

         Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 11.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of (a) less than all of the Securities of any series or (b) all
of the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms, 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 in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed.

         Section 11.3. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, 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 of the principal amount of Registered
Securities of such series; PROVIDED, HOWEVER, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) 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.

         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 of such Securities which has been or is to be redeemed.

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into Common Stock or exchanged for other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection.



                                       69
<PAGE>   78

         Section 11.4. NOTICE OF REDEMPTION.

         Notice of redemption shall be given in the manner provided in Section
1.6, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to the Holders
of Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

         Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

                  (4) in case any Security is to be redeemed in part only, the
         notice which relates to such Security shall state that on and after the
         Redemption Date, upon surrender of such Security, the Holder of such
         Security will receive, without charge, a new Security or Securities of
         authorized denominations for the principal amount thereof remaining
         unredeemed,

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

                  (6) the place or places where such Securities, together (in
         the case of Bearer Securities) with all Coupons appertaining thereto,
         if any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price and any accrued interest and Additional
         Amounts pertaining thereto,

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

                  (8) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all Coupons maturing subsequent to the date fixed for
         redemption or the amount of any such missing Coupon or Coupons will be
         deducted from the Redemption Price, unless security or indemnity
         satisfactory to the Company, the Trustee and any Paying Agent is
         furnished,

                  (9) if Bearer Securities of any series are to be redeemed and
         no Registered Securities of such series are to be redeemed, and if such
         Bearer Securities may be



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<PAGE>   79

         exchanged for Registered Securities not subject to redemption on the
         Redemption Date pursuant to Section 3.5 or otherwise, the last date, as
         determined by the Company, on which such exchanges may be made,

                  (10) in the case of Securities of any series that are
         convertible into Common Stock of the Company or exchangeable for other
         securities, the conversion or exchange price or rate, the date or dates
         on which the right to convert or exchange the principal of the
         Securities of such series to be redeemed will commence or terminate and
         the place or places where such Securities may be surrendered for
         conversion or exchange, and

                  (11) the CUSIP number or the Euroclear or the Clearstream
         reference numbers of such Securities, if any (or any other numbers used
         by a Depository to identify such Securities).

         A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Securities to be redeemed.

         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 11.5. DEPOSIT OF REDEMPTION PRICE.

         On or prior to 10:00 a.m., New York City time, on any Redemption Date,
the Company shall deposit, with respect to the Securities of any series called
for redemption pursuant to Section 11.4, 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 10.3) an amount of money in the applicable Currency
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date, unless otherwise specified pursuant to
Section 3.1 or in the Securities of such series) any accrued interest on and
Additional Amounts with respect thereto, all such Securities or portions thereof
which are to be redeemed on that date.

         Section 11.6. 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 and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; PROVIDED, HOWEVER, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section 10.2),
and PROVIDED, FURTHER, that, except as otherwise specified in



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<PAGE>   80

or pursuant to this Indenture or the Registered Securities of such series,
installments of interest on Registered Securities 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 Regular Record Dates therefor according to their terms and the
provisions of Section 3.7.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such Security located outside of the United States except as
otherwise provided in Section 10.2.

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

         Section 11.7. SECURITIES REDEEMED IN PART.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (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 Registered Security or Securities of the
same series, containing identical terms and provisions, 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 Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.



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                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.1. 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 permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

         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 such 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 12.2. 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 and this Indenture.

         Section 12.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

         The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, PROVIDED that such series of 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. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
12.2, the principal amount of Securities of such series to be redeemed in order
to satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, PROVIDED,
HOWEVER, that the Trustee or such Paying Agent shall at the request of the
Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that series purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.



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<PAGE>   82

         Section 12.3. REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory 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 of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 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 11.3 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 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                   ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1. APPLICABILITY OF ARTICLE.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 13.1, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                   ARTICLE 14

                        SECURITIES IN FOREIGN CURRENCIES

         Section 14.1. APPLICABILITY OF ARTICLE.

         Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated



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<PAGE>   83

in the same Currency, or (ii) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the Securities, any amount in
respect of any Security denominated in a Currency other than Dollars shall be
treated for any such action or distribution as that amount of Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such action, determination of rights or distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of such
action, determination of rights or distribution) as the Company may specify in a
written notice to the Trustee.

                                   ARTICLE 15

                        MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

         Section 15.2. CALL, NOTICE AND PLACE OF MEETINGS.

                  (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

                  (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 15.1, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 1.6) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as provided
in clause (1) of this Section.



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<PAGE>   84

         Section 15.3. PERSONS ENTITLED TO VOTE AT MEETINGS.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

         Section 15.4. QUORUM; ACTION.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series which shall constitute a quorum.

         Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
PROVIDED, HOWEVER, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

         Section 15.5. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
                       OF MEETINGS.

                  (1) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of



                                       76
<PAGE>   85

such series and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.4 and the
appointment of any proxy shall be proved in the manner specified in Section 1.4
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.4 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.4 or other proof.

                  (2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 15.2(2), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                  (3) At any meeting, each Holder of a Security of such series
or proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him; PROVIDED, HOWEVER, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

                  (4) Any meeting of Holders of Securities of any series duly
called pursuant to Section 15.2 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

         Section 15.6. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman



                                       77
<PAGE>   86

and secretary of the meeting and one such copy shall be delivered to the
Company, and another to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting. Any record so signed
and verified shall be conclusive evidence of the matters therein stated.

                                   ARTICLE 16

                           SUBORDINATION OF SECURITIES

         Section 16.1. AGREEMENT TO SUBORDINATE.

         The Company covenants and agrees, and each Holder of Securities issued
hereunder and under any indenture supplemental hereto or pursuant to a Board
Resolution and Officers' Certificate ("Additional Provisions"), by such Holder's
acceptance thereof, likewise covenants and agrees that all Securities shall be
issued subject to the provisions of, this Article 16; and each Holder of a
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

         The payment by the Company of the principal of, any premium and
interest on and any Additional Amounts with respect to all Securities of each
series issued hereunder and under any Additional Provisions shall, to the extent
and in the manner hereinafter set forth, be subordinate in right of payment to
the prior payment in full of all Senior Indebtedness with respect to such
series, whether outstanding at the date of this Indenture or thereafter
incurred.

         No provision of this Article 16 shall prevent the occurrence of any
default or Event of Default hereunder.

         Section 16.2. DEFAULT ON SENIOR INDEBTEDNESS.

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other amount due on any
Senior Indebtedness with respect to the Securities of any series, or in the
event that the maturity of any Senior Indebtedness with respect to the
Securities of any series has been accelerated because of a default, then, in
either case, no payment shall be made by the Company with respect to the
principal (including redemption and sinking fund payments) of, any premium or
interest on, or any Additional Amounts with respect to, the Securities of such
series.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 16.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of such Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on such Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of such Senior Indebtedness.



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<PAGE>   87

         Section 16.3. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
with respect to the Securities of any series shall first be paid in full, or
payment thereof provided for in money in accordance with its terms, before any
payment is made by the Company on account of the principal of, premium or
interest on, or Additional Amounts with respect to, the Securities of such
series; and upon any such dissolution, winding-up, liquidation or
reorganization, or in any such bankruptcy, insolvency, receivership or other
proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, which the
Holders or the Trustee would be entitled to receive from the Company, except for
the provisions of this Article 16, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the Trustee under
this Indenture if received by them or it, directly to the holders of such Senior
Indebtedness (PRO RATA to such holders on the basis of the respective amounts of
such Senior Indebtedness held by such holders, as calculated by the Company) or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay such Senior Indebtedness in full, in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness, before any payment or distribution is made
to the Holders of the Securities of such series or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee before all such Senior Indebtedness is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all such Senior Indebtedness remaining unpaid to
the extent necessary to pay such Senior Indebtedness in full in money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness.

         For purposes of this Article 16, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other Corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 16 with respect
to the Securities of the relevant series to the payment of all Senior
Indebtedness with respect to the Securities of such series that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
Corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are



                                       79
<PAGE>   88

not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article 8 of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 16.3
if such other Person shall, as a part of such consolidation, merger, conveyance
or transfer, comply with the conditions stated in Article 8 of this Indenture.
Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.6 of this Indenture.

         Section 16.4. SUBROGATION.

         Subject to the payment in full of all Senior Indebtedness with respect
to the Securities of any series, the rights of the Holders of the Securities of
such series shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to such Senior Indebtedness until the
principal of, any premium and interest on, and any Additional Amounts with
respect to, the Securities of such series shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
Holders or the Trustee would be entitled except for the provisions of this
Article 16, and no payment over pursuant to the provisions of this Article 16 to
or for the benefit of the holders of such Senior Indebtedness by Holders of the
Securities of such series or the Trustee, shall, as between the Company, its
creditors other than holders of such Senior Indebtedness, and the Holders of the
Securities of such series, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness. It is understood that the provisions of
this Article 16 are and are intended solely for the purposes of defining the
relative rights of the Holders of the Securities of each series, on the one
hand, and the holders of the Senior Indebtedness with respect to the Securities
of such series on the other hand.

         Nothing contained in this Article 16 or elsewhere in this Indenture, in
any Additional Provisions or in the Securities of any series is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness with respect to the Securities of such series, and the
Holders of the Securities of such series, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities of such
series the principal of, any premium and interest on, and any Additional Amounts
with respect to, the Securities of such series as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders of the Securities of such series and
creditors of the Company, other than the holders of such Senior Indebtedness,
nor shall anything herein or therein prevent the Trustee or the Holder of any
Security of such series from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 16 of the holders of such Senior Indebtedness in respect of
cash, property or securities of the Company, as the case may be, received upon
the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article 16, the Trustee, subject to the provisions of Article 6 of this
Indenture, and the Holders shall be entitled to conclusively rely upon any order
or decree made by any court of competent



                                       80
<PAGE>   89

jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Securities of any series, for the purposes of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Indebtedness with
respect to the Securities of such series and other indebtedness of the Company,
as the case may be, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 16.

         Section 16.5. TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each Holder of Securities, by such Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article 16 and appoints the Trustee such Holder's attorney-in-fact for any
and all such purposes.

         Section 16.6. NOTICE BY THE COMPANY

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities of
any series pursuant to the provisions of this Article 16. Notwithstanding the
provisions of this Article 16 or any other provision of this Indenture or any
Additional Provisions, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities of any series pursuant to the
provisions of this Article 16, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
or holders of Senior Indebtedness with respect to the Securities of such series
or from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Article 6 of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 16.6 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, any premium or interest on, or any
Additional Amounts with respect to, any Security of such series), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

         The Trustee, subject to the provisions of Article 6 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness with
respect to the Securities of any series (or a trustee on behalf of such holder),
to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article 16, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the



                                       81
<PAGE>   90

extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 16, and, if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

         Upon any payment or distribution of assets of the Company referred to
in this Article 16, the Trustee and the Holders shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution,
winding-up or similar case or proceeding is pending, or a certificate of the
trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of the Securities of
any series, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness with respect
to the Securities of such series and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 16.

         Section 16.7. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 16 in respect of any Senior Indebtedness with
respect to the Securities of any series at any time held by it, to the same
extent as any other holder of such Senior Indebtedness, and nothing in this
Indenture or any Additional Provisions shall deprive the Trustee of any of its
rights as such holder.

         With respect to the holders of Senior Indebtedness with respect to the
Securities of any series, the Trustee undertakes to perform or to observe only
such of its covenants and obligations as are specifically set forth in this
Article 16, and no implied covenants or obligations with respect to the holders
of such Senior Indebtedness shall be read into this Indenture or any Additional
Provisions against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of Article 6 of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to
Holders of the Securities of such series, the Company or any other Person money
or assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article 16 or otherwise.

         Nothing in this Article 16 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.6.

         Section 16.8. SUBORDINATION MAY NOT BE IMPAIRED.

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



                                       82
<PAGE>   91

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness with respect to the Securities of any series
may, at any time and from time to time, without the consent of or notice to the
Trustee or the Holders of Securities of such series, without incurring
responsibility to such Holders and without impairing or releasing the
subordination provided in this Article 16 or the obligations hereunder of the
Holders of the Securities of such series to the holders of such Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

                                    * * * * *

         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.




                                       83
<PAGE>   92

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

                                       JABIL CIRCUIT INC.


                                       By /s/ FORBES I.J. ALEXANDER
                                          --------------------------------------
                                          Forbes I.J. Alexander, Treasurer




                                       THE BANK OF NEW YORK,
                                                as Trustee



                                       By /s/ MARY LAGUMINA
                                          --------------------------------------
                                                Mary LaGumina,
                                                Vice President:





                                       84
<PAGE>   93
STATE OF  FLORIDA)
                            ss.:
COUNTY OF HILLSBOROUGH)

         On the 2nd day of May, 2001, before me personally came Forbes I.J.
Alexander, to me known, who, being by me duly sworn, did depose and say that he
is a Treasurer of JABIL CIRCUIT, INC., a Delaware corporation, the person
described in and who executed the foregoing instrument, and that he signed said
instrument by authority of the Board of Directors of said Corporation.



                                       By /s/ LESLIE M. ARNETT
                                          --------------------------------------
                                          Leslie M. Arnett, Notary Public


[NOTARIAL SEAL]







                                       85
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.02
<SEQUENCE>4
<FILENAME>g69005ex4-02.txt
<DESCRIPTION>MAY 2, 2001 FIRST SUPPLEMENTAL INDENTURE
<TEXT>

<PAGE>   1
                                                                    Exhibit 4.02













                               JABIL CIRCUIT, INC.

                                       and

                              THE BANK OF NEW YORK,

                                   As Trustee

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

                          FIRST SUPPLEMENTAL INDENTURE

                             DATED AS OF MAY 2, 2001

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

                            Supplemental to Indenture

                             DATED AS OF MAY 2, 2001

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

                         Creating a series of Securities
                                   designated
                  1.75% Convertible Subordinated Notes due 2021


<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                     ARTICLE ONE

                                  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


<S>               <C>                                                                                            <C>
Section 101       DEFINITIONS.....................................................................................2

                                                     ARTICLE TWO

                                                      THE NOTES

Section 201       DESIGNATION OF NOTES; ESTABLISHMENT OF FORM.....................................................6

Section 202       TRANSFER AND EXCHANGE...........................................................................8

Section 203       AMOUNT..........................................................................................9

Section 204       INTEREST........................................................................................9

Section 205       DENOMINATIONS..................................................................................10

Section 206       PLACE OF PAYMENT...............................................................................10

Section 207       STATED MATURITY................................................................................10

Section 208       APPLICABILITY OF CERTAIN INDENTURE PROVISIONS..................................................10

Section 209       DISCHARGE OF LIABILITY ON NOTES................................................................10

Section 210       RANKING........................................................................................10

                                                    ARTICLE THREE

                                             AMENDMENTS TO THE INDENTURE

Section 301       PROVISIONS APPLICABLE ONLY TO NOTES............................................................10

Section 302       PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.................................................11

Section 303       [reserved].....................................................................................11

Section 304       REPAYMENT TO THE COMPANY.......................................................................11

Section 305       EVENTS OF DEFAULT..............................................................................11

Section 306       UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST......................13

Section 307       OPTIONAL REDEMPTION............................................................................14
</TABLE>


                                       i

<PAGE>   3
<TABLE>
<CAPTION>

                                                    ARTICLE FOUR

                                                     CONVERSION

<S>               <C>                                                                                           <C>
Section 401       CONVERSION RIGHTS..............................................................................14

Section 402       CONVERSION RIGHTS BASED ON COMMON STOCK PRICE..................................................14

Section 403       CONVERSION RIGHTS UPON NOTICE OF REDEMPTION....................................................14

Section 404       CONVERSION RIGHTS UPON OCCURRENCE OF CERTAIN CORPORATE TRANSACTIONS............................15

Section 405       CONVERSION PROCEDURES..........................................................................15

Section 406       FRACTIONAL SHARES..............................................................................16

Section 407       TAXES ON CONVERSION............................................................................16

Section 408       COMPANY TO PROVIDE COMMON STOCK................................................................17

Section 409       ADJUSTMENT OF CONVERSION PRICE.................................................................17

Section 410       NO ADJUSTMENT..................................................................................20

Section 411       ADJUSTMENT FOR TAX PURPOSES....................................................................21

Section 412       NOTICE OF ADJUSTMENT...........................................................................21

Section 413       NOTICE OF CERTAIN TRANSACTIONS.................................................................21

Section 414       EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION PRIVILEGE..............22

Section 415       TRUSTEE'S DISCLAIMER...........................................................................22

Section 416       VOLUNTARY DECREASE.............................................................................23

                                                    ARTICLE FIVE

                                  REDEMPTION OF NOTES AT THE OPTION OF THE COMPANY

Section 501       GENERAL........................................................................................23

                                                     ARTICLE SIX

                                      PURCHASE OF NOTES AT OPTION OF THE HOLDER

Section 601       GENERAL........................................................................................23

Section 602       THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE PRICE...............................25

</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
Section 603       PURCHASE WITH CASH.............................................................................26

Section 604       PAYMENT BY ISSUANCE OF COMMON STOCK............................................................26

Section 605       NOTICE OF ELECTION.............................................................................27

Section 606       COVENANTS OF THE COMPANY.......................................................................28

Section 607       PROCEDURE UPON PURCHASE........................................................................28

Section 608       TAXES..........................................................................................29

Section 609       EFFECT OF PURCHASE NOTICE......................................................................29

Section 610       DEPOSIT OF PURCHASE PRICE......................................................................30

Section 611       SECURITIES PURCHASED IN PART...................................................................30

Section 612       COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES....................................30

Section 613       REPAYMENT TO THE COMPANY.......................................................................31

                                                    ARTICLE SEVEN

                                      PURCHASE OF NOTES AT OPTION OF THE HOLDER
                                               UPON FUNDAMENTAL CHANGE

Section 701       RIGHT TO REQUIRE PURCHASE......................................................................31

Section 702       EFFECT OF FUNDAMENTAL CHANGE PURCHASE NOTICE...................................................34

Section 703       DEPOSIT OF FUNDAMENTAL CHANGE PURCHASE PRICE...................................................34

Section 704       SECURITIES PURCHASED IN PART...................................................................35

Section 705       COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES....................................35

Section 706       REPAYMENT TO THE COMPANY.......................................................................35

                                                    ARTICLE EIGHT

                                                    SUBORDINATION

Section 801       TERMS AND CONDITIONS OF SUBORDINATION..........................................................36

Section 802       DISTRIBUTION ON ACCELERATION OF NOTES; DISSOLUTION AND REORGANIZATION..........................37

Section 803       APPLICATION OF ARTICLE 16 OF THE INDENTURE.....................................................40

</TABLE>



                                      iii
<PAGE>   5
<TABLE>
<CAPTION>

                                                    ARTICLE NINE

                                              MISCELLANEOUS PROVISIONS
<S>               <C>                                                                                           <C>
Section 901       INTEGRAL PART..................................................................................41

Section 902       GENERAL DEFINITIONS............................................................................41

Section 903       ADOPTION, RATIFICATION AND CONFIRMATION........................................................41

Section 904       COUNTERPARTS...................................................................................41

Section 905       GOVERNING LAW..................................................................................41

Section 906       CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT OF 1939........................41

Section 907       EFFECT OF HEADINGS.............................................................................42

Section 908       SEVERABILITY OF PROVISIONS.....................................................................42

Section 909       SUCCESSORS AND ASSIGNS.........................................................................42

Section 910       BENEFIT OF SUPPLEMENTAL INDENTURE..............................................................42

Section 911       ACCEPTANCE BY TRUSTEE..........................................................................42

Section 912       CALCULATIONS...................................................................................42


ANNEX A           ..............................................................................................A-1

</TABLE>


                                       iv
<PAGE>   6


                               JABIL CIRCUIT, INC.

                          FIRST SUPPLEMENTAL INDENTURE

         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 2, 2001, between
Jabil Circuit, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"), and The Bank of New York, a New York banking
corporation, having its principal corporate trust office in The City of New
York, New York, as trustee (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of May 2, 2001 (the "Indenture"), providing for
the issuance from time to time of its subordinated debentures, notes, bonds or
other evidences of indebtedness (hereinafter called "Securities") in one or more
fully registered series;

         WHEREAS, Section 9.1 of the Indenture provides that the Company and the
Trustee may from time to time enter into one or more indentures supplemental
thereto to establish the form or terms of Securities of a new series;

         WHEREAS, Section 3.1 of the Indenture provides that the Company may
enter into supplemental indentures to establish the terms and provisions of a
series of Securities issued pursuant to the Indenture;

         WHEREAS, the Company desires to issue up to $345,000,000 1.75%
Convertible Subordinated Notes due 2021 (the "Notes"), a new series of
Securities, the issuance of which was authorized by resolutions of the Board of
Directors of the Company, dated November 23, 1999 and July 27, 2000, and by
resolution of the Pricing Committee of the Board of Directors of the Company,
dated April 26, 2001;

         WHEREAS, the Company, pursuant to the foregoing authority, proposes in
and by this First Supplemental Indenture to supplement and amend in certain
respects the Indenture insofar as it will apply only to the Notes (and not to
any other series); and

         WHEREAS, all things necessary have been done to make the Notes, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
First Supplemental Indenture a valid agreement of the Company, in accordance
with their and its terms.

         NOW THEREFORE:

         In consideration of the premises provided for herein, the Company and
the Trustee mutually covenant and agree for the equal and proportionate benefit
of all Holders of the Notes as follows:


<PAGE>   7

                                  ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

Section 101 DEFINITIONS.

         For all purposes of the Indenture and this First Supplemental Indenture
relating to the series of Securities (consisting of Notes) created hereby,
except as otherwise expressly provided or unless the context otherwise requires,
the terms defined in this Article have the meanings assigned to them in this
Article. Each capitalized term that is used in this First Supplemental Indenture
but not defined herein shall have the meaning specified in the Indenture. Except
as otherwise specified, section references are to sections of this First
Supplemental Indenture.

         "AGENT MEMBERS" has the meaning specified in Section 201(b).

         "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange
of beneficial ownership interests in a Global Security, the rules and procedures
of the Depository that are applicable to such transfer or exchange.

         "BENEFICIAL OWNER" has the meaning specified in Section 701(a).

         "BUSINESS DAY" means any day which is not a Saturday, Sunday or other
day on which banking institutions in the State of New York are authorized or
required by law to close.

         "CERTIFICATED SECURITY" means a Security that is in substantially the
form attached hereto as ANNEX A.

         "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

         "COMPANY NOTICE" has the meaning specified in Section 605.

         "COMPANY NOTICE DATE" has the meaning specified in Section 603(5).

         "CONVERSION AGENT" shall be the agent specified in Section 201(d).

         "CONVERSION DATE" has the meaning specified in Section 405.

         "CONVERSION NOTICE" has the meaning specified in Section 405.

         "CONVERSION PRICE" has the meaning specified in Section 402.

         "CONVERSION RATE" has the meaning specified in Section 401.

         "CREDIT FACILITY" means the Company's Amended and Restated Loan
Agreement, dated as of April 7, 2000, as amended, among the Company, certain of
its subsidiaries and certain lenders named therein, as it may be amended from
time to time.




                                       2
<PAGE>   8

         "CURRENT MARKET PRICE," on any date, means, with respect to the Common
Stock of the Company, the average of the daily closing or last sale prices for
the shorter of:

                  (1) 10 consecutive Business Days ending on the last full
         trading day on the exchange or market referred to in determining the
         daily closing or last sale prices prior to the Time of Determination;
         or

                  (2) the period commencing on the date next succeeding the
         first public announcement of the issuance of rights or warrants or
         distribution through the last full trading day prior to the Time of
         Determination.

         "DEPOSITORY" has the meaning specified in Section 201(a).

         "DESIGNATED SENIOR INDEBTEDNESS" means:

                  (1) Indebtedness outstanding on the date hereof;

                  (2) the Company's obligations under any particular Senior
         Indebtedness in which the instrument creating or evidencing the same or
         the assumption or guarantee thereof, or related agreements or documents
         to which we are a party, expressly provides that such indebtedness
         shall be Designated Senior Indebtedness for purposes of this First
         Supplemental Indenture; and

                  (3) Indebtedness outstanding from time to time under the
         Credit Facility, as amended, restated, enlarged, replaced or refinanced
         from time to time.

         "DISQUALIFIED STOCK" means any Capital Stock of the Company that, by
its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior
to the date that is 91 days after May 15, 2021.

         "EXCESS PAYMENT" means the excess of the aggregate of the cash and
value of other consideration paid by the Company or any of its Subsidiaries with
respect to shares acquired in a tender offer over the market value of such
acquired shares after giving effect to the completion of a tender offer.

         "EXPIRATION DATE" has the meaning specified in Section 409(d)(2).

         "EXPIRATION TIME" has the meaning specified in Section 409(d)(2).

         "FUNDAMENTAL CHANGE" has the meaning specified in Section 701(a).

         "FUNDAMENTAL CHANGE OFFER" means an offer by the Company to pay cash on
the Fundamental Change Purchase Date equal to the Fundamental Change Purchase
Price.

         "FUNDAMENTAL CHANGE PURCHASE DATE" has the meaning specified in Section
701(b).



                                       3
<PAGE>   9

         "FUNDAMENTAL CHANGE PURCHASE NOTICE" has the meaning specified in
Section 701(c).

         "FUNDAMENTAL CHANGE PURCHASE PRICE" means, in connection with a
Fundamental Change Offer, 100% of the aggregate principal amount of Notes to be
purchased in such offer, together with interest accrued to, but excluding, the
Fundamental Change Purchase Date.

         "GLOBAL SECURITY" means a permanent global Security that is in
substantially the form attached hereto as ANNEX A and which is deposited with
the Depository or the Securities Custodian and registered in the name of the
Depository or its nominee.

         "INDEBTEDNESS" means, without duplication, (a) any liability of the
Company or any Subsidiary (provided, that for purposes of the definition of
Senior Indebtedness, Indebtedness shall refer only to the Company's
Indebtedness) (1) for borrowed money, or under any reimbursement obligation
relating to a letter of credit, or (2) evidenced by a bond, note, debenture or
similar instrument, or (3) for payment obligations arising under any conditional
sale or other title retention arrangement (including a purchase money
obligation) given in connection with the acquisition of any businesses,
properties or assets of any kind, or (4) consisting of the discounted rental
stream properly classified in accordance with generally accepted accounting
principles on the balance sheet of the Company or any Subsidiary, as lessee, as
a capitalized lease obligation, or (5) under Currency Agreements and Interest
Rate Agreements, to the extent not otherwise included in this definition; (b)
any liability of others of a type described in the preceding clause (a) to the
extent that the Company or any Subsidiary has guaranteed or is otherwise legally
obligated in the respect thereof; and (c) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (a) and (b) above. "Indebtedness" shall not be
construed to include (x) trade payables or credit on open account to trade
creditors incurred in the ordinary cause of business or (y) obligations or
liabilities incurred in connection with the sale, transfer or other disposition
of property in connection with the securitization or other asset-based financing
thereof; PROVIDED HOWEVER that any such sale, transfer or other disposition
shall be for valid consideration and shall not be to prefer directly or
indirectly any holder of any other obligation or Indebtedness of us or any
Subsidiary as to any such other obligation or Indebtedness that was already
outstanding and did not previously benefit from a Lien.

         "INDENTURE" has the meaning specified in the first recital hereto.

         "INTEREST PAYMENT DATE" has the meaning specified in Section 204.

         "ISSUE DATE" of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.

         "MARKET PRICE" has the meaning specified in Section 604.

         "NASDAQ" means the NASDAQ National Market.

         "NOTES" has the meaning specified in the fourth recital hereto.

         "NYSE" means the New York Stock Exchange.



                                       4
<PAGE>   10

         "PAYMENT BLOCKAGE NOTICE" has the meaning specified in Section 801.

         "PAYMENT BLOCKAGE PERIOD" has the meaning specified in Section 801.

         "PAYMENT DEFAULT" has the meaning specified in Section 801.

         "PERMITTED HOLDER" has the meaning specified in Section 701(a).

         "PERMITTED JUNIOR SECURITIES" means:

                  (1) shares of any class of the Company's Capital Stock other
         than Disqualified Stock; or

                  (2) securities of the Company other than Disqualified Stock
         that are subordinated in right of payment to all Senior Indebtedness
         that may be outstanding at the time of issuance or delivery of such
         securities to substantially the same extent as, or to a greater extent
         than, the Notes.

         "PURCHASE DATE" means each of May 15, 2004, May 15, 2006, May 15, 2009
and May 15, 2014.

         "PURCHASE NOTICE" has the meaning specified in Section 601.

         "PURCHASE PRICE" means

                  (1) in the event that the Company has elected to pay the
         Purchase Price, in whole or in part, in shares of Common Stock, the
         number of shares of common stock equal to the portion of the Purchase
         Price to be paid in Common Stock divided by 95% of the Market Price; or

                  (2) in the event that the Company has elected to pay the
         Purchase Price in cash, $1,000 per $1,000 principal amount of Notes;

plus, in either case, accrued and unpaid interest to, but excluding, the
applicable Purchase Date.

         "PURCHASED SHARES" has the meaning specified in Section 409(d)(2).

         "PURCHASES" has the meaning specified in Section 409(d)(3).

         "REDEMPTION DATE" has the meaning specified in Annex A hereto.

         "REDEMPTION PRICE" has the meaning specified in Annex A hereto.

         "REGULAR RECORD DATE" has the meaning specified in Section 204.

         "SALE PRICE" has the meaning specified in Section 604.

         "SECURITIES" has the meaning specified in the first recital hereto.




                                       5
<PAGE>   11

         "SECURITIES CUSTODIAN" means the Trustee, as custodian with respect to
the Securities in global form, or any successor thereto.

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

         "SENIOR INDEBTEDNESS" means, with respect to the Notes, all of the
Company's Indebtedness outstanding at any time, except (1) the Notes, (2)
Indebtedness as to which, by the terms of the instrument creating or evidencing
the same, it is provided that such Indebtedness is subordinated to or ranks PARI
PASSU with the Notes, (3) Indebtedness of the Company to an Affiliate, (4)
interest accruing after the filing of a petition initiating any bankruptcy,
insolvency or other similar proceeding unless such interest is an allowed claim
enforceable against the Company in a proceeding under federal or state
bankruptcy laws and (5) trade accounts payable.

         "STATED MATURITY" has the meaning specified in Section 207.

         "TENDER OFFER" has the meaning specified in Section 409(d)(3).

         "TENDERED SHARES" has the meaning specified in Section 409(d)(3).

         "TIME OF DETERMINATION" has the meaning specified in Section 409(d)(1).

         "TRADING DAY" means a day during which trading in securities generally
occurs on the NYSE or, if the Common Stock is not listed on the NYSE, on the
principal other national or regional securities exchange on which the Common
Stock is then listed or, if the Common Stock is not listed on a national or
regional securities exchange, on NASDAQ or, if the Common Stock is not quoted on
the NASDAQ, on the other principal market on which the Common Stock is then
traded.

         "TRIGGER EVENT" has the meaning specified in Section 409(c).

         "TRIGGERING DISTRIBUTION" has the meaning specified in Section
409(d)(1).

                                  ARTICLE TWO

                                    THE NOTES

Section 201       DESIGNATION OF NOTES; ESTABLISHMENT OF FORM.

         There shall be a series of Securities designated "1.75% Convertible
Subordinated Notes due 2021" of the Company, and the form thereof shall be
substantially as set forth in ANNEX A hereto, which is incorporated into and
shall be deemed a part of this First Supplemental Indenture, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by the 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 the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company executing
such Notes, as evidenced by their execution of the Notes.



                                       6
<PAGE>   12

         (a) REGISTERED SECURITIES. The certificates for the Notes shall be
Registered Securities and shall be issued initially in the form of one or more
Global Securities, which shall be deposited on behalf of the purchasers of the
Notes represented thereby with the Trustee, at its Corporate Trust Office, as
Securities Custodian for the depositary, The Depository Trust Company (such
depositary, or any successor thereto, being hereinafter referred to as the
"Depository"), and registered in the name of its nominee, Cede & Co., duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

         (b) GLOBAL SECURITIES IN GENERAL. Each Global Security shall represent
such of the Outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate principal amount of Outstanding
Notes and that the aggregate principal amount of Outstanding Notes represented
thereby may from time to time be reduced, as appropriate, to reflect
redemptions, purchases or conversions of such Notes. Any decrease in the
principal amount of Outstanding Notes represented thereby shall be made by the
Securities Custodian in accordance with the standing instructions and procedures
existing between the Depository and the Securities Custodian.

                  Neither any members of, or participants in, the Depository
("Agent Members") nor any other Persons on whose behalf Agent Members may act
shall have rights under this Indenture with respect to any Global Security held
in the name of the Depository or any nominee thereof, or under the Global
Security, and the Depository (including, for this purpose, its nominee) may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner and Holder of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or (B) impair, as between the Depository, its Agent Members and
any other Person on whose behalf an Agent Member may act, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.

         (c) CERTIFICATED SECURITIES. Certificated Securities shall be issued
only under the limited circumstances provided in Sections 202(a)(1) hereof.

         (d) PAYING AGENT AND CONVERSION AGENT. The Company shall maintain an
office or agency where Notes may be presented for purchase or payment ("Paying
Agent") and an office or agency where Notes may be presented for conversion
("Conversion Agent"). The Company may have one or more additional paying agents
and one or more additional conversion agents.

                  The Company shall enter into an appropriate agency agreement
with any Paying Agent or Conversion Agent (other than the Trustee). The
agreement shall implement the provisions of the Indenture and this First
Supplemental Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to
maintain a Paying Agent or Conversion Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 6.6
of the Indenture. The Company or any Subsidiary or an Affiliate of either of
them may act as Paying Agent or Conversion Agent.



                                       7
<PAGE>   13

         The Company initially appoints the Trustee as Conversion Agent and
Paying Agent in connection with the Notes.

Section 202 TRANSFER AND EXCHANGE.

         (a) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.

                  (1) Certificated Securities shall be issued in exchange for
         interests in the Global Securities only if (i) the Depository notifies
         the Company that it is unwilling or unable to continue as depositary
         for the Global Securities, (ii) the Depository ceases to be a "clearing
         agency" registered under the Securities Exchange Act if so required by
         applicable law or regulation and a successor depositary is not
         appointed by the Company within 90 days, (iii) the Company in its sole
         discretion determines that the Global Securities shall be exchangeable
         for Certificated Securities or (iv) there shall have occurred and be
         continuing an Event of Default. In either case, the Company shall
         execute, and the Trustee shall, upon receipt of a Company Order (which
         the Company agrees to deliver promptly), authenticate and deliver
         Certificated Securities in an aggregate principal amount equal to the
         principal amount of such Global Securities in exchange therefor.
         Certificated Securities issued in exchange for beneficial interests in
         Global Securities shall be registered in such names and shall be in
         such authorized denominations as the Depository, pursuant to
         instructions from its direct or indirect participants or otherwise,
         shall instruct the Trustee. The Trustee shall deliver or cause to be
         delivered such Certificated Securities to the persons in whose names
         such Certificated Securities are so registered. Such exchange shall be
         effected in accordance with the Applicable Procedures. Nothing herein
         shall require the Trustee to communicate directly with beneficial
         owners, and the Trustee shall in connection with any transfers
         hereunder be entitled to rely on instructions received through the
         registered Holder.

                           In the event that Certificated Securities are issued
         in exchange for beneficial interests in Global Securities in accordance
         with the foregoing paragraph and, thereafter, the events or conditions
         specified in this Section 202(a)(1) which required such exchange shall
         have ceased to exist, the Company shall mail notice to the Trustee and
         to the Holders stating that Holders may exchange Certificated
         Securities for interests in Global Securities by complying with the
         procedures set forth in this Indenture and briefly describing such
         procedures and the events or circumstances requiring that such notice
         be given.

                  (2) Notwithstanding any other provisions of this First
         Supplemental Indenture other than the provisions set forth in Section
         202(a)(1) hereof, a Global Security may not be transferred, except as a
         whole by the Depository to a nominee of the Depository or by a nominee
         of the Depository to the Depository or another nominee of the
         Depository or by the Depository or any such nominee to a successor
         Depository or a nominee of such successor Depository. Nothing in this
         Section 202(a)(2) shall prohibit or render ineffective any transfer of
         a beneficial interest in a Global Security effected in accordance with
         the other provisions of this Section 202.



                                       8
<PAGE>   14

         (b) TRANSFER AND EXCHANGE OF CERTIFICATED SECURITIES. When Certificated
Securities are presented by a Holder to a Security Registrar with a request:

                           (1) to register the transfer of the Certificated
         Securities to a person who will take delivery thereof in the form of
         Certificated Securities only; or

                           (2) to exchange such Certificated Securities for an
         equal principal amount of Certificated Securities of other authorized
         denominations,

such Security Registrar shall register the transfer or make the exchange as
requested; PROVIDED, HOWEVER, that the Certificated Securities presented or
surrendered for register of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in accordance with the ninth
paragraph of Section 3.5 of the Indenture.

(c) TRANSFERS TO THE COMPANY. Nothing in this First Supplemental Indenture or in
the Notes shall prohibit the sale or other transfer of any Notes (including
beneficial interests in Global Securities) to the Company or any of its
Subsidiaries, which Notes shall thereupon be canceled in accordance Section 3.9
of the Indenture.

Section 203 AMOUNT.

         (a) The Trustee shall authenticate and deliver Notes for original issue
in an aggregate principal amount of up to $345,000,000 upon one or more Company
Orders for the authentication and delivery of Notes, without any further action
by the Company. The aggregate principal amount of Notes that may be
authenticated and delivered under the Indenture may not exceed the amount set
forth in the foregoing sentence, except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 202 of this First Supplemental Indenture or Sections 3.5,
3.6 or 11.7 of the Indenture.

         (b) The Company may not issue new Notes to replace Notes that it has
paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article Four.

Section 204 INTEREST.

         The principal of the Notes shall bear interest at the rate of 1.75% per
annum from May 2, 2001 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually in arrears on
May 15 and November 15 of each year (each, an "Interest Payment Date"),
commencing November 15, 2001, to the Persons in whose names the Notes are
registered at the close of business on the May 1 or November 1 (whether or not a
Business Day), as the case may be, immediately preceding such Interest Payment
Date (each, a "Regular Record Date"). Interest on the Notes shall be computed on
the basis of a 360-day year comprised of twelve 30-day months.

         Maturity, conversion, purchase by the Company at the option of the
Holder or redemption of a Note shall cause interest to cease to accrue on such
Note subject to the Company's obligation to pay interest on overdue amounts in
accordance with Section 5.3 of the Indenture and the terms of the Notes.




                                       9
<PAGE>   15

Section 205 DENOMINATIONS.

         The Notes shall be issued without coupons in minimum denominations of
$1,000 or any integral multiple thereof.

Section 206 PLACE OF PAYMENT.

         The Place of Payment for the Notes and the place or places where the
Notes may be surrendered for registration of transfer, exchange, repurchase,
redemption or conversion and where notices may be given to the Company in
respect of the Notes is at the office of the Trustee in New York, New York and
at the agency of the Trustee maintained for that purpose at the office of the
Trustee; PROVIDED, HOWEVER, that payment of interest may be made at the option
of the Company by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer of
immediately available funds to an account previously specified in writing by
such Person to the Company and the Trustee.

Section 207 STATED MATURITY.

         The date on which the principal of the Notes is due and payable, unless
earlier converted, accelerated, redeemed or repurchased pursuant to the
Indenture or this First Supplemental Indenture, shall be May 15, 2021, which
shall be the "Stated Maturity" thereof for the purposes of the Indenture and
this First Supplemental Indenture.

Section 208 APPLICABILITY OF CERTAIN INDENTURE PROVISIONS

         The provisions of Section 4.2 of the Indenture relating to defeasance
and covenant defeasance shall not be applicable to the Notes.

Section 209 DISCHARGE OF LIABILITY ON NOTES.

         The Notes may be discharged by the Company in accordance with the
provisions of Article Four of the Indenture, subject to the subordination
provisions of the Notes.

Section 210 RANKING

         The Notes are, to the extent provided herein, unsecured obligations of
the Company, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness.

                                 ARTICLE THREE

                           AMENDMENTS TO THE INDENTURE

Section 301 PROVISIONS APPLICABLE ONLY TO NOTES.

         The provisions contained herein shall apply to the Notes only and not
to any other series of Security issued under the Indenture and any covenants
provided herein are expressly being included solely for the benefit of the Notes
and not for the benefit of any other series of Security




                                       10
<PAGE>   16

issued under the Indenture. These amendments shall be effective for so long as
there remain any Notes Outstanding.

Section 302 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         The Indenture is hereby amended, subject to Section 301 hereof and with
respect to the Notes only, by replacing the final paragraph in Section 3.7 of
the Indenture with the following paragraphs:

         On conversion of a Holder's Notes, such Holder shall not receive any
cash payment of interest. The Company's delivery to a Holder of the full number
of shares of Common Stock into which a Note is convertible, together with any
cash payment for such Holder's fractional shares, shall be deemed to satisfy the
Company's obligation to pay the principal amount at maturity of the Note and to
satisfy the Company's obligation to pay accrued interest attributable to the
period from the most recent Interest Payment Date through the Conversion Date
(unless such Notes or portions thereof have been called for redemption in
accordance with Article 5 hereof on a Redemption Date that occurs between a
Regular Record Date and the Interest Payment Date to which it relates, in which
case any accrued interest shall be paid to the Holders of record of such Notes
at the close of business on such Regular Record Date).

         Notwithstanding the above, if any Notes are converted after a Regular
Record Date but prior to the next succeeding Interest Payment Date, Holders of
such Notes at the close of business on such Regular Record Date shall receive
the interest payable on such Notes on the corresponding Interest Payment Date
notwithstanding the conversion. Such Notes, upon surrender for conversion, must
be accompanied by funds equal to the amount of interest payable on the principal
amount of the Notes so converted, unless such Notes have been called for
redemption on a Redemption Date that occurs between a Regular Record Date and
the Interest Payment Date to which it relates, in which case no such payment
shall be required.

Section 303 [reserved]

Section 304 REPAYMENT TO THE COMPANY.

         The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Notes that remains unclaimed for two years, subject
to applicable unclaimed property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person, and the Trustee and the Paying Agent shall have no further liability to
the Holders of Notes with respect to such money or securities for that period
commencing after the return thereof.

Section 305 EVENTS OF DEFAULT.

         (a) The Indenture is hereby amended, subject to Section 301 hereof and
with respect to the Notes only, by replacing Section 5.1 of the Indenture with
the following paragraph:

         "Event of Default," wherever used herein, means with respect to the
Notes any one of the following events (whatever the reason for such Event of
Default and whether it shall be



                                       11
<PAGE>   17

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 payment of any interest on any Notes, when such
         interest becomes due and payable, and continuance of such default for a
         period of 30 days, whether or not such payment is prohibited by the
         subordination provisions of this First Supplemental Indenture;

                  (2) default in payment of principal or any premium with
         respect to any Note, when due upon maturity, optional redemption,
         repurchase or otherwise;

                  (3) default by the Company in the performance, or breach, of
         any other covenant or warranty in the Indenture (other than a covenant
         or warranty included therein solely for the benefit of one or more
         series of Securities other than the Notes) or any Note which shall not
         have been remedied for a period of 60 days after delivery written
         notice to the Company by the Trustee or the Holders of not less than
         25% in aggregate principal amount of the Outstanding Notes;

                  (4) there occurs with respect to any issue or issues of
         Indebtedness (including an Event of Default under any other series of
         Securities) or any Restricted Subsidiary having an outstanding
         principal amount of $50,000,000 or more in the aggregate for all such
         issues of all such Persons, whether such Indebtedness exists on the
         date hereof or shall hereafter be created, (a) an event of default that
         has caused the holder thereof to declare such Indebtedness to be due
         and payable prior to its Stated Maturity and such Indebtedness shall
         not have been discharged in full or such acceleration shall not have
         been rescinded or annulled within 30 days of such acceleration and/or
         (b) the failure to make a principal payment at the final (but not any
         interim) fixed maturity and such defaulted payment shall not have been
         made, waived or extended within 30 days of such payment default;

                  (5) the Company or any of its Restricted Subsidiaries shall
         fail within 30 days to pay, bond or otherwise discharge uninsured
         judgements or court orders for the payment of money in excess of
         $50,000,000 in the aggregate, which are not stayed on appeal or are not
         otherwise being appropriately contested in good faith; or

                  (6) the entry by a court having competent jurisdiction of:

                           (a) a decree or order for relief in respect of the
                  Company or any of its Restricted Subsidiaries in an
                  involuntary proceeding under any applicable bankruptcy,
                  insolvency, reorganization or other similar law and such
                  decree or order shall remain unstayed and in effect for a
                  period of 60 consecutive days; or

                           (b) a decree or order adjudging the Company or any of
                  its Restricted Subsidiaries to be insolvent, or approving a
                  petition seeking reorganization, arrangement, adjustment or
                  composition of the Company or any of its Restricted




                                       12
<PAGE>   18

                  Subsidiaries and such decree or order shall remain unstayed
                  and in effect for a period of 60 consecutive days; or

                           (c) a final and non-appealable order appointing a
                  custodian, receiver, liquidator, assignee, trustee or other
                  similar official of the Company or any of its Restricted
                  Subsidiaries or of any substantial part of the property of the
                  Company or any of its Restricted Subsidiaries, as the case may
                  be, or ordering the winding up or liquidation of the affairs
                  of the Company or any of its Restricted Subsidiaries; or

                  (7) the commencement by the Company or any of its Restricted
         Subsidiaries of a voluntary proceeding under any applicable bankruptcy,
         insolvency, reorganization or other similar law or of a voluntary
         proceeding seeking to be adjudicated insolvent or the consent by the
         Company or any of its Restricted Subsidiaries to the entry of a decree
         or order for relief in an involuntary proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any insolvency proceedings against it, or the filing by
         the Company or any of its Restricted Subsidiaries of a petition or
         answer or consent seeking reorganization, arrangement, adjustment or
         composition of the Company or any of its Restricted Subsidiaries or
         relief under any applicable law, or the consent by the Company or any
         of its Restricted Subsidiaries to the filing of such petition or to the
         appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee or similar official of the Company or any
         of its Restricted Subsidiaries or any substantial part of the property
         of the Company or any of its Restricted Subsidiaries or the making by
         the Company or any of its Restricted Subsidiaries of an assignment for
         the benefit of creditors, or the taking of corporate action by the
         Company or any of its Restricted Subsidiaries in furtherance of any
         such action.

         (b) With respect to the Notes, the provisions of Section 5.2 of the
Indenture, without limitation, shall be subject to the subordination provisions
relating to the Notes.

Section 306 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
            INTEREST.

         Notwithstanding any other provision in this First Supplemental
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.7 of the Indenture and Section 302 of this First
Supplemental Indenture) interest on such Note on the Stated Maturity or
maturities expressed in such Note (or in the case of redemption, to receive the
Redemption Price on the Redemption Date, in the case of a purchase, to receive
the Purchase Price on the Purchase Date, or in the case of a Fundamental Change,
to receive the Fundamental Change Purchase Price on the Fundamental Change
Purchase Date) and to institute suit for the enforcement of any such payment on
or after such respective dates, and such rights shall not be impaired without
the consent of such Holder.



                                       13
<PAGE>   19

Section 307 OPTIONAL REDEMPTION.

         The Notes may be redeemed in accordance with Article 11 of the
Indenture, as amended by Article 5 of this First Supplemental Indenture, and
otherwise subject to this First Supplemental Indenture.

         In the event that the Notes are called for redemption pursuant to the
terms of this First Supplemental Indenture, the Holders of Notes shall have all
rights, including rights to conversion and to the receipt of interest upon
conversion, if any, as set forth in this First Supplemental Indenture.

                                  ARTICLE FOUR

                                   CONVERSION

Section 401 CONVERSION RIGHTS.

         Notes shall be convertible in accordance with their terms and in
accordance with this Article.

         The initial conversion rate (the "Conversion Rate") is 24.368 shares of
Common Stock per $1,000 principal amount of Notes, subject to adjustment as a
result of adjustments to the Conversion Price upon the occurrence of certain
events described in this Article. A Holder of a Note otherwise entitled to a
fractional share shall receive cash in an amount equal to the value of such
fractional share based on the Sale Price on the Trading Day immediately
preceding the Conversion Date.

         A Holder of Notes is not entitled to any rights of a holder of Common
Stock until such Holder has converted its Notes to Common Stock, and only to the
extent such Notes are deemed to have been converted into Common Stock pursuant
to this Article.

Section 402 CONVERSION RIGHTS BASED ON COMMON STOCK PRICE.

         The Holder of any Note shall have the right, exercisable at any time
after the date of original issuance of the Note and before the close of business
on the Business Day immediately preceding the Stated Maturity of the Notes, to
convert the principal amount of the Note (or any portion of it that is an
integral multiple of $1,000) into shares of Common Stock at the Conversion
Price.

         The "Conversion Price" per share shall initially equal $41.038 and
shall be adjusted as described in Section 409(g).

Section 403 CONVERSION RIGHTS UPON NOTICE OF REDEMPTION.

         In case a Note or portion thereof is called for redemption pursuant to
Article Five hereof, a Holder of such Note may surrender it for conversion at
any time prior to the close of business on the Business Day immediately
preceding the Redemption Date for such Note, unless the Company shall default in
making the payment of the Redemption Price when due, in which case



                                       14
<PAGE>   20

the conversion right shall terminate at the close of business on the date such
default is cured and such Redemption Price is paid.

Section 404 CONVERSION RIGHTS UPON OCCURRENCE OF CERTAIN CORPORATE TRANSACTIONS.

         If the Company is a party to a consolidation, merger or binding share
exchange pursuant to which the shares of Common Stock would be converted into
cash, securities or other property, at the effective time of the transaction,
the right to convert a Note into shares of Common Stock shall be changed into a
right to convert such Note, without the consent of any Holders of the Notes,
into the kind and amount of cash, securities or other property of the Company or
another Person which the Holder would have received if the Holder had converted
such Note immediately prior to the transaction.

Section 405 CONVERSION PROCEDURES.

         To convert a Note, a Holder must (a) complete and manually sign the
conversion notice (the "Conversion Notice") or a facsimile thereof on the back
of the Note and deliver such notice to a Conversion Agent, (b) surrender the
Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer
documents if required by the Security Registrar or a Conversion Agent and (d)
pay any transfer or similar tax, if required. The date on which the Holder
satisfies all of those requirements is the "Conversion Date." The Company shall
deliver to the Holder through the Conversion Agent, as soon as practicable but
in any event no later than the fifth Business Day following the Conversion Date,
a certificate for the number of whole shares of Common Stock issuable upon the
conversion and cash in lieu of any fractional shares pursuant to Section 406.
Anything herein to the contrary notwithstanding, in the case of Global
Securities, conversion notices may be delivered and such Notes may be
surrendered for conversion in accordance with the Applicable Procedures of the
Depository as in effect from time to time. The Person in whose name the Common
Stock certificate is registered shall be deemed to be a shareholder of record on
the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note on any date
when the stock transfer books of the Company are closed shall be effective to
constitute the Person or Persons entitled to receive the shares of Common Stock
upon such conversion as the record holder or holders of such shares of Common
Stock on such date, but such surrender shall be effective to constitute the
Person or Persons entitled to receive such shares of Common Stock as the record
holder or holders thereof for all purposes at the close of business on the next
succeeding day on which such stock transfer books are open; PROVIDED FURTHER,
HOWEVER, that such conversion shall be at the Conversion Rate in effect on the
date that such Note shall have been surrendered for conversion, as if the stock
transfer books of the Company had not been closed. Upon conversion of a Note,
such Person shall no longer be a Holder of such Note.

         No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article. On conversion of a Note, except as provided below in the case of
certain Notes or portions thereof called for redemption, that portion of accrued
and unpaid interest on the converted Note attributable to the period from the
most recent Interest Payment Date (or, if no Interest Payment Date has occurred,
from the Issue Date) through the Conversion Date attributable to the most recent
accrual date with respect to the converted Note shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through delivery of the Common Stock (together with the



                                       15
<PAGE>   21

cash payment, if any, in lieu of fractional shares), and the fair market value
of such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for accrued and unpaid interest through the Conversion Date and the
balance, if any, of such fair market value of such Common Stock (and any such
cash payment) shall be treated as issued in exchange for the principal amount of
the Note being converted pursuant to the provisions hereof.

         If a Holder converts more than one Note at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the
aggregate principal amount of Notes converted.

         Upon surrender of a Note that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Note equal in principal amount to the principal amount of the unconverted
portion of the Note surrendered.

         Notes or portions thereof surrendered for conversion during the period
from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except for Notes called for redemption pursuant to Article Five hereof on
a Redemption Date that occurs during the period between the close of business on
a Regular Record Date and the close of business on the Interest Payment Date to
which such Regular Record Date relates) be accompanied by payment to the Company
or its order, in New York Clearing House funds or other funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of Notes or portions thereof being surrendered for
conversion.

Section 406 FRACTIONAL SHARES.

         The Company shall not issue a fractional share of Common Stock upon
conversion of a Note. Instead, the Company will deliver cash for the current
market value of the fractional share. The current market value of a fractional
share of Common Stock shall be determined, to the nearest 1/1,000th of a share,
by multiplying the Sale Price on the Trading Day immediately prior to the
Conversion Date, of a full share of Common Stock by the fractional amount and
rounding the product to the nearest whole cent.

Section 407 TAXES ON CONVERSION.

         If a Holder converts a Note, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common
Stock upon such conversion. However, the Holder shall pay any such tax which is
due because the Holder requests the shares to be issued in a name other than the
Holder's name. The Conversion Agent may refuse to deliver the certificate
representing the Common Stock being issued in a name other than the Holder's
name until the Conversion Agent receives a sum sufficient to pay any tax which
will be due because the shares are to be issued in a name other than the
Holder's name. Nothing herein shall preclude any tax withholding required by law
or regulation.



                                       16
<PAGE>   22

Section 408 COMPANY TO PROVIDE COMMON STOCK.

         The Company shall, prior to issuance of any Notes under this Article,
and from time to time as may be necessary, reserve, out of its authorized but
unissued Common Stock, a sufficient number of shares of Common Stock to permit
the conversion of all Notes Outstanding into shares of Common Stock. All shares
of Common Stock delivered upon conversion of the Notes shall be newly issued
shares, shall be duly authorized, validly issued, fully paid and nonassessable
and shall be free from preemptive rights and free of any Lien or adverse claim.

         The Company shall endeavor promptly to comply with all federal and
state securities laws regulating the registration of the offer and delivery of
shares of Common Stock to a converting Holder upon conversion of Notes, if any,
and shall list or cause to have quoted such shares of Common Stock on each
national securities exchange or on NASDAQ or other over-the-counter market or
such other market on which the Common Stock is then listed or quoted.

Section 409 ADJUSTMENT OF CONVERSION PRICE.

         The Conversion Price shall be adjusted from time to time by the Company
as follows:

         (a) In case the Company (i) issues shares of Common Stock as a dividend
or distribution on its Common Stock, (ii) subdivides its outstanding Common
Stock into a greater number of shares, or (iii) combines its outstanding Common
Stock into a smaller number of shares, the Conversion Price in effect
immediately prior thereto shall be adjusted so that the Holder of any Notes
thereafter surrendered for conversion shall be entitled to receive that number
of shares of Common Stock which it would have owned had such Notes been
converted immediately prior to the happening of such event. An adjustment made
pursuant to this subsection (a) shall become effective immediately after the
record date in the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of subdivision or combination.

         (b) In case the Company issues rights or warrants to all or
substantially all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common Stock (or securities convertible into Common Stock) at
a price per share (or having a conversion price per share) less than the then
Current Market Price per share of Common Stock on the record date for the
determination of shareholders entitled to receive such rights or warrants, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered (or the aggregate conversion
price of the convertible securities so offered, which shall be determined by
multiplying the number of shares of Common Stock issuable upon conversion of
such convertible securities by the conversion price per share of Common Stock
pursuant to the terms of such convertible securities) would purchase at the then
Current Market Price per share of Common Stock on such record date, and of which
the denominator shall be the number of shares of Common Stock outstanding on
such record date plus the number of additional shares of Common Stock offered
(or into which the convertible securities so offered are convertible). Such
adjustment shall be made successively



                                       17
<PAGE>   23

whenever any such rights or warrants are issued, and shall become effective
immediately after such record date. If at the end of the period during which
such rights or warrants are exercisable not all rights or warrants shall have
been exercised, the adjusted Conversion Price shall be immediately readjusted to
what it would have been based upon the number of additional shares of Common
Stock actually issued (or the number of shares of Common Stock issuable upon
conversion of convertible securities actually issued).

         (c) In case the Company distributes to all or substantially all holders
of its Common Stock any shares of Capital Stock (other than dividends or
distributions of Common Stock on Common Stock to which Section 409(a) applies)
of the Company, evidences of indebtedness or other assets (including securities
of any Person other than the Company, but excluding all-cash distributions or
any rights or warrants referred to in Section 409(b)), then in each such case
the Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the current Conversion Price by a fraction of which
the numerator shall be the then Current Market Price per share of the Common
Stock on the record date referred to below less the fair market value on such
record date (as determined by the Board of Directors, whose determination shall
be conclusive evidence of such fair market value and which shall be evidenced by
an Officers' Certificate delivered to the Trustee) of the portion of the Capital
Stock, evidences of indebtedness or other non-cash assets so distributed
applicable to one share of Common Stock (determined on the basis of the number
of shares of Common Stock outstanding on the record date) and of which the
denominator shall be the then Current Market Price per share of the Common Stock
on such record date. Such adjustment shall be made successively whenever any
such distribution is made and shall become effective immediately after the
record date for the determination of shareholders entitled to receive such
distribution.

         In the event that the Company implements a shareholder rights plan,
such rights plan may provide, if the Company so elects and subject to customary
exceptions and limitations, that upon conversion of the Notes the Holders will
receive, in addition to the Common Stock issuable upon such conversion, the
rights issued under such rights plan (notwithstanding the occurrence of an event
causing such rights to separate from the Common Stock at or prior to the time of
conversion) in lieu of making any adjustments to the Conversion Price in
accordance with the provisions of the immediately preceding paragraph. Any
distribution of rights or warrants pursuant to a shareholder rights plan
complying with the requirements set forth in the immediately preceding sentence
of this paragraph shall not constitute a distribution of rights or warrants for
the purposes of this Section 409(c) or any other provision of this Section 409.

         (d)(1) In case the Company, by dividend or otherwise, at any time
distributes (a "Triggering Distribution") to all holders of its Common Stock
cash distributions in an aggregate amount that, together with the aggregate
amount of (A) any other cash distributions to all holders of Common Stock within
the 12 months preceding the date fixed for determining the stockholders entitled
to such Triggering Distribution and in respect of which no Conversion Price
adjustment pursuant to this Section 409 has been made and (B) all Excess
Payments in respect of each tender offer by the Company or any of its
Subsidiaries for Common Stock concluded within the 12 months preceding the date
of payment of the Triggering Distribution and in respect of which no Conversion
Price adjustment pursuant to this Section 409 has been made, exceeds an amount
equal to 15% of the product of the Current Market Price per share of Common
Stock on the date fixed for the determination of stockholders entitled to
receive such



                                       18
<PAGE>   24

Triggering Distribution (the "Time of Determination") multiplied by the number
of shares of Common Stock outstanding on such date (excluding shares held in the
treasury of the Company), the Conversion Price shall be decreased so that the
same shall equal the price determined by multiplying such Conversion Price in
effect immediately prior to the Time of Determination by a fraction of which the
numerator shall be the Current Market Price per share of Common Stock at the
Time of Determination less the sum of the aggregate amount of cash so
distributed, paid or payable within such 12 months (including, without
limitation, the Triggering Distribution) applicable to one share of Common Stock
(determined on the basis of the number of shares of Common Stock outstanding at
the Time of Determination), and the denominator shall be such Current Market
Price per share of Common Stock on the Time of Determination, such decrease to
become effective immediately prior to the opening of business on the day
following the date on which the Triggering Distribution is paid.

         (2) In the case of the payment of an Excess Payment in respect of a
tender offer by the Company or any Subsidiary for Common Stock that, together
with the aggregate amount of (A) any cash distributions made within the 12
months preceding the date of the Expiration Date (as defined below) and in
respect of which no Conversion Price adjustment pursuant to this Section 409 has
been made and (B) all other Excess Payments in respect of each tender offer by
the Company or any Subsidiary for Common Stock concluded within the 12 months
preceding the Expiration Date and in respect of which no Conversion Price
adjustment pursuant to this Section 409 has been made, exceeds an amount equal
to 15% of the product of the Current Market Price per share of Common Stock as
of the last date (the "Expiration Date") tenders could have been made pursuant
to such tender offer (as it may be amended) (the last time at which such tenders
could have been made on the Expiration Date is hereinafter sometimes called the
"Expiration Time") multiplied by the number of shares of Common Stock
outstanding (including tendered shares but excluding any shares held in the
treasury of the Company) at the Expiration Time, then, immediately prior to the
opening of business on the day after the Expiration Date, the Conversion Price
shall be decreased so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to close of
business on the Expiration Date by a fraction of which the numerator shall be
the product of the number of shares of Common Stock outstanding (including
tendered shares but excluding any shares held in the treasury of the Company) at
the Expiration Time multiplied by the Current Market Price per share of Common
Stock on the Trading Day next succeeding the Expiration Date, and the
denominator shall be the sum of (x) the aggregate consideration (determined as
aforesaid) payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender offer) of all shares validly tendered and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares and excluding any shares held in the treasury of the Company) at the
Expiration Time and the Current Market Price per share of Common Stock on the
Trading Day next succeeding the Expiration Date, such decrease to become
effective immediately prior to the opening of business on the day following the
Expiration Date. In the event that the Company is obligated to purchase shares
pursuant to any such tender offer, but the Company is permanently prevented by
applicable law from effecting any or all such purchases or any or all such
purchases are rescinded, the Conversion Price shall again be adjusted to be the
Conversion Price which would have been in effect based upon the number of shares
actually purchased. If the application



                                       19
<PAGE>   25

of this Section 409(d)(2) to any tender offer would result in an increase in the
Conversion Price, no adjustment shall be made for such tender offer under this
Section 409(d)(2).

         (3) For purposes of this Section 409(d), the term "tender offer" shall
mean and include both tender offers and exchange offers, all references to
"purchases" of shares in tender offers (and all similar references) shall mean
and include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares" (and
all similar references) shall mean and include shares tendered in both tender
offers and exchange offers.

         (e) [reserved]

         (f) In any case in which this Section 409 requires that an adjustment
be made following a record date or a Time of Determination or Expiration Date,
as the case may be, established for purposes of this Section 409, the Company
may elect to defer (but only until five Business Days following the filing by
the Company with the Trustee of the certificate described in Section 412)
issuing to the Holder of any Notes converted after such record date or Time of
Determination or Expiration Date the shares of Common Stock and other Capital
Stock of the Company issuable upon such conversion over and above the shares of
Common Stock and other Capital Stock of the Company issuable upon such
conversion only on the basis of the Conversion Price prior to adjustment; and,
in lieu of the shares the issuance of which is so deferred, the Company shall
issue or cause its transfer agents to issue due bills or other appropriate
evidence prepared by the Company of the right to receive such shares. If any
distribution in respect of which an adjustment to the Conversion Price is
required to be made as of the record date or Time of Determination or Expiration
Date therefor is not thereafter made or paid by the Company for any reason, the
Conversion Price shall be readjusted to the Conversion Price which would then be
in effect if such record date had not been fixed or such effective date or Time
of Determination or Expiration Date had not occurred.

         (g) Upon adjustment of the Conversion Price pursuant to this Section
409, the Conversion Price shall rounded to the nearest $.001, with $.0005 being
rounded upward.

         (h) Upon the election by the Company to make a distribution as
described in paragraphs (b), (c) and (d) of this Section 409, which in the case
of paragraph (d) has a per share value equal to more than 15% of the Sale Price
of shares of Common Stock on the Trading Day preceding the declaration date for
such distribution, the Company shall give notice to Holders of the Notes not
less than 20 days prior to the ex-dividend date for such distribution. Upon
giving such notice, Holders may surrender the Notes for conversion pursuant to
this Article Four at any time until the close of business on the Business Day
prior to the ex-dividend date or until the Company publicly announces that such
distribution will not be given effect.

Section 410 NO ADJUSTMENT.

         No adjustment in the Conversion Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; PROVIDED, HOWEVER, that any adjustments which
by reason of this Section 410 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations




                                       20
<PAGE>   26

under this Section 410 shall be made to the nearest cent or to the nearest
1/100th of a share, as the case may be.

         Except pursuant to Section 414, no adjustment in the Conversion Price
shall be made by reason of the completion of a merger, consolidation or other
transaction effected with one of the Company's Affiliates for the purpose of (1)
changing the jurisdiction of organization of the Company or (2) effecting a
corporate reorganization including, without limitation, the implementation of a
holding company structure.

         No adjustment need be made for issuances of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for a change in the
par value or a change to no par value of the Common Stock.

Section 411 ADJUSTMENT FOR TAX PURPOSES.

         The Company shall be entitled to make such adjustments in the
Conversion Price, in addition to those required by Section 409, as in its
discretion shall determine to be advisable in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock or securities
or distributions of securities convertible into or exchangeable for stock
hereafter made by the Company to its stockholders shall not be taxable to the
recipient thereof.

Section 412 NOTICE OF ADJUSTMENT.

         Whenever the Conversion Price is adjusted, the Company shall promptly
mail to Holders a notice of the adjustment and file with the Trustee an
Officers' Certificate specifying the adjusted Conversion Price, and briefly
stating the facts requiring the adjustment and the manner of computing it.

Section 413 NOTICE OF CERTAIN TRANSACTIONS.

         In the event that:

         (1) the Company takes any action which would require an adjustment in
the Conversion Price,

         (2) the Company takes any action that requires a supplemental indenture
pursuant to Section 414, or

         (3) there is a dissolution or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least fifteen days before such date. Failure to mail such notice
or any defect therein shall not affect the validity of any transaction referred
to in clause (1), (2) or (3) of this Section 413.




                                       21
<PAGE>   27

Section 414 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON
            CONVERSION PRIVILEGE.

         If any of the following shall occur, namely: (a) any reclassification
or change of shares of Common Stock issuable upon conversion of the Notes (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination); (b) any
consolidation or merger in which the Company is a party consolidating with
another entity or merging with or into another entity other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, Outstanding shares of Common Stock; or (c) any
sale or conveyance of all or substantially all of the property and assets of the
Company to any Person, then the Company, or such successor, purchasing or
transferee corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, sale or conveyance,
execute and deliver to the Trustee a supplemental indenture providing that the
Holder of each Note then Outstanding shall have the right to convert such Note
into the kind and amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
deliverable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Such
supplemental indenture shall provide for adjustments of the Conversion Price
which shall be as nearly equivalent as may be practicable to the adjustments of
the Conversion Price provided for in this Article. If, in the case of any such
consolidation, merger, sale or conveyance, the stock or other securities and
property (including cash) receivable thereupon by a holder of Common Stock
include shares of stock or other securities and property of a Person other than
the successor, purchasing or transferee corporation, as the case may be, in such
consolidation, merger, sale or conveyance, then such supplemental indenture
shall also be executed by such other Person and shall contain such additional
provisions to protect the interests of the Holders of the Notes as the Board of
Directors shall reasonably consider necessary by reason of the foregoing. The
provisions of this Section 414 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales or conveyances.

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 414, the Company shall promptly file with the Trustee
(x) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Notes upon the conversion of their Notes after any
such reclassification, change, consolidation, merger, sale or conveyance, any
adjustment to be made with respect thereto and that all conditions precedent
have been complied with and (y) an Opinion of Counsel that all conditions
precedent have been complied with, and shall promptly mail notice thereof to all
Holders.

Section 415 TRUSTEE'S DISCLAIMER.

         The Trustee shall have no duty to determine when an adjustment under
this Article should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto



                                       22
<PAGE>   28

which the Company is obligated to file with the Trustee pursuant to Section 412.
The Trustee makes no representation as to the validity or value of any
securities or assets issued upon conversion of Notes, and the Trustee shall not
be responsible for the Company's failure to comply with any provisions of this
Article.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 414, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 414.

Section 416 VOLUNTARY DECREASE.

         The Company may decrease the Conversion Price for any period of at
least 20 days, upon at least 15 days notice, if the Board of Directors
determines that such decrease would be in the Company's best interests. Such
determination by the Board of Directors shall be conclusive.

                                  ARTICLE FIVE

                REDEMPTION OF NOTES AT THE OPTION OF THE COMPANY

Section 501 GENERAL.

         There shall be no sinking fund for the retirement of the Notes.

         At any time on or after May 18, 2004, the Company may redeem the Notes
for cash as a whole, or from time to time in part, at a price equal to 100% of
the principal amount of the Notes to be redeemed plus accrued and unpaid
interest to, but excluding, the Redemption Date in accordance with Article 11 of
the Indenture, Section 307 of this First Supplemental Indenture and Annex A to
this First Supplemental Indenture.

         If the Company redeems less than all of the Outstanding Notes, the
Trustee will select the Notes to be redeemed (i) by lot; (ii) pro rata or (iii)
by any other method the Trustee considers fair and appropriate. If the Trustee
selects a portion of a Holder's Notes for partial redemption and the Holder
converts a portion of the same Notes, the converted portion shall be deemed to
be from the portion selected for redemption.

         The Company shall not redeem the Notes, or provide notice for the
redemption thereof, in the event that the Company is in default with respect to
the payment of interest and such default is continuing.

                                  ARTICLE SIX

                    PURCHASE OF NOTES AT OPTION OF THE HOLDER

Section 601 GENERAL.

         The Company shall be required to purchase Notes in accordance with this
Article Six.



                                       23
<PAGE>   29

         On each Purchase Date, the Company shall repurchase, at the option of
the Holder, the Notes in respect of which such Holder has provided and not
withdrawn a Purchase Notice at the Purchase Price upon:

         (1) delivery to the Paying Agent, by the Holder of a written notice of
purchase (a "Purchase Notice") at any time from the opening of business on the
date that is 20 Business Days prior to a Purchase Date until the close of
business on the Business Day immediately preceding such Purchase Date stating:

                  (A) if a Certificated Security has been issued, the
certificate number of the Note which the Holder shall deliver to be purchased or
if a Certificated Security has not been issued, such information as may be
required by Applicable Procedures;

                  (B) the portion of the principal amount of Notes to be
purchased, which must be $1,000 or an integral multiple of $1,000;

                  (C) that such Note shall be purchased as of the Purchase Date
pursuant to the terms and conditions specified under the paragraph "Purchase by
the Company at the Option of the Holder" of the Notes and in the Indenture as
supplemented by this First Supplemental Indenture; and

                  (D) in the event that the Company elects, pursuant to Section
602 hereof, to pay the Purchase Price to be paid as of such Purchase Date, in
whole or in part, in Common Stock but such portion of the Purchase Price shall
ultimately be payable to such Holder entirely in cash because any of the
conditions to payment of the Purchase Price in Common Stock is not satisfied
prior to the close of business on such Purchase Date, as set forth in Section
604 hereof, whether such Holder elects (i) to withdraw such Purchase Notice as
to some or all of the Notes to which such Purchase Notice relates (stating the
principal amount and certificate numbers of the Notes as to which such
withdrawal shall relate), or (ii) to receive cash in respect of the entire
Purchase Price for all Notes (or portions thereof) to which such Purchase Price
relates; and

         (2) delivery of such Notes to the Paying Agent at any time from the
opening of business on the date that is 20 Business Days prior to the Purchase
Date until the close of business on the Business Day immediately preceding such
Purchase Date (together with all necessary endorsements) at the offices of the
Paying Agent, such delivery being a condition to receipt by the Holder of the
Purchase Price therefor; PROVIDED, HOWEVER, that such Purchase Price shall be so
paid pursuant to this Article only if the Notes so delivered to the Paying Agent
shall conform in all respects to the description thereof in the related Purchase
Notice.

         If a Holder, in such Holder's Purchase Notice and in any written notice
of withdrawal delivered by such Holder pursuant to the terms of Section 609
hereof, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 601(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Notes subject
to the Purchase Notice in the circumstances set forth in such clause (D).

         The Company shall purchase from the Holder thereof, pursuant to this
Article, a portion of a Note if the principal amount of such portion is $1,000
or an integral multiple of $1,000.



                                       24
<PAGE>   30

Provisions of this Indenture that apply to the purchase of all of a Note also
apply to the purchase of such portion of such Note.

         Any purchase by the Company contemplated pursuant to the provisions of
this Article shall be consummated by the delivery of the consideration to be
received by the Holder (if any) promptly following the later of the Purchase
Date and the time of delivery of the Note.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 601 shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the Business Day immediately preceding the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 609.

         The Paying Agent shall promptly notify the Company of the receipt by it
of any Purchase Notice or written notice of withdrawal thereof.

Section 602 THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE PRICE.

         The Purchase Price of Notes in respect of which a Purchase Notice
pursuant to Section 601 has been given, or a specified percentage thereof, shall
be paid by the Company, at the election of the Company, with cash or Common
Stock or in any combination of cash and Common Stock, subject to the conditions
set forth in Section 602 and 603 hereof. The Company shall specify, in the
Company Notice delivered pursuant to Section 605 hereof, whether the Company
will purchase the Notes for cash or Common Stock, or, if a combination thereof,
the percentages of the Purchase Price of Notes in respect of which it shall pay
in cash and Common Stock; PROVIDED, HOWEVER, that the Company shall pay cash for
fractional interests in Common Stock. For purposes of determining the existence
of potential fractional interests, all Notes subject to purchase by the Company
held by a Holder shall be considered together (no matter how many separate
certificates are to be presented). Each Holder whose Notes are purchased
pursuant to this Article shall receive the same percentage of cash or Common
Stock in payment of the Purchase Price for such Notes, except (i) as provided in
Section 604 with regard to the payment of cash in lieu of fractional shares of
Common Stock and (ii) in the event that the Company is unable to purchase the
Notes of a Holder or Holders for Common Stock because any necessary
qualifications or registrations of the Common Stock under applicable state
securities laws cannot be obtained, the Company may purchase the Notes of such
Holder or Holders for cash. The Company may not change its election with respect
to the consideration (or components or percentages of components thereof) to be
paid once the Company has given its Company Notice to Holders except pursuant to
Section 604 in the event of a failure to satisfy, prior to the close of business
on the Purchase Date, any condition to the payment of the Purchase Price, in
whole or in part, in Common Stock.

         At least three Business Days before the Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

         (i) the manner of payment selected by the Company;

         (ii) the information required by Section 605;



                                       25
<PAGE>   31

         (iii) if the Company elects to pay the Purchase Price, or a specified
percentage thereof, in Common Stock, that the conditions to such manner of
payment set forth in Section 604 have been or shall be complied with; and

         (iv) whether the Company desires the Trustee to give the Company Notice
required by Section 605.

Section 603 PURCHASE WITH CASH.

         On each Purchase Date, at the option of the Company, the Purchase Price
of Notes in respect of which a Purchase Notice pursuant to Section 601 has been
given, or a specified percentage thereof, may be paid by the Company with cash
equal to the aggregate Purchase Price of such Notes.

Section 604 PAYMENT BY ISSUANCE OF COMMON STOCK.

         On each Purchase Date, at the option of the Company, the Purchase Price
of Notes in respect of which a Purchase Notice pursuant to Section 601 has been
given, or a specified percentage thereof, may be paid by the Company by the
issuance of a number of shares of Common Stock equal to the quotient obtained by
dividing (i) the amount of cash to which the Holders would have been entitled
had the Company elected to pay all or such specified percentage, as the case may
be, of the Purchase Price of such Notes in cash by (ii) 95% of the Market Price
of a share of Common Stock, subject to the next succeeding paragraph.

         The Company will not issue a fractional share of Common Stock in
payment of the Purchase Price. Instead the Company will pay cash for the current
market value of the fractional share. The current market value of a fraction of
a share of Common Stock shall be determined by multiplying the Market Price by
such fraction and rounding the product to the nearest whole cent with one half
cent being rounded upwards. It is understood that if a Holder elects to have
more than one Note purchased, the number of shares of Common Stock shall be
based on the aggregate amount of Notes to be purchased.

         Upon determination of the actual number of shares of Common Stock
issuable in accordance with the provisions of this Section 604, the Company
shall publish such information in The Wall Street Journal or another daily
newspaper of national circulation.

         The Company's right to exercise its election to purchase the Notes
pursuant to this Article through the issuance of Common Stock shall be
conditioned upon:

                  (1) the Company not having given its Company Notice of an
election to pay entirely in cash and timely having given its Company Notice of
an election to purchase all or a specified percentage of the Notes with Common
Stock as provided herein;

                  (2) the listing of shares of Common Stock on the principal
United States securities exchange on which the Common Stock is then listed or
the inclusion of such shares on NASDAQ if the Common Stock is then so included;





                                       26
<PAGE>   32

                  (3) the registration of the shares of Common Stock to be
issued in respect of the payment of the Purchase Price under the Securities Act
and the Securities Exchange Act, in each case, if required for the initial
issuance thereof; and

                  (4) any necessary qualification or registration under
applicable state securities law or the availability of an exemption from such
qualification and registration.

         If the foregoing conditions are not satisfied with respect to a Holder
or Holders prior to the close of business on the Purchase Date and the Company
has elected to purchase the Notes pursuant to this Article through the issuance
of Common Stock, the Company shall pay, without further notice, the entire
Purchase Price of the Notes of such Holder or Holders in cash.

         The "Market Price" means the average of the Sale Prices of the Common
Stock for the twenty Trading Day period ending on the third Business Day (if the
third Business Day prior to the applicable Purchase Date is a Trading Day, or if
not, then on the last Trading Day prior to the third Business Day) prior to the
applicable Purchase Date appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such Trading Days
during such five Trading Day period and ending on such Purchase Date, of any
event described in Section 409; subject, however, to the conditions set forth in
Sections 409(f) and 410.

         The "Sale Price" of the Common Stock on any date means the closing per
share sale price (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in the composite
transactions for the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, as reported by NASDAQ or by the
National Quotation Bureau Incorporated.

Section 605 NOTICE OF ELECTION.

         The Company shall provide notice (a "Company Notice") on a date not
less than 20 Business Days prior to each Purchase Date (the "Company Notice
Date") to all Holders at their addresses shown in the register of the Securities
Registrar, and to beneficial owners as required by applicable law, stating:

         (1) whether the purchase price is payable in cash or Common Stock or in
any combination thereof, specifying the percentages of each;

         (2) if the Company has elected to pay the Purchase Price in Common
Stock:

                  (A) that each Holder shall receive Common Stock with a Market
         Price equal to such specified percentage of the Purchase Price of the
         Notes held by such Holder (except any cash amount to be paid in lieu of
         fractional shares);

                  (B) the method of calculating the Market Price of the Common
         Stock; and

                  (C) that because the Market Price of Common Stock will be
         determined prior to the Purchase Date, Holders will bear the market
         risk with respect to the value of the



                                       27
<PAGE>   33

         Common Stock to be received from the date such Market Price is
         determined to the Purchase Date.

         In any case, each Company Notice shall include a form of Purchase
Notice to be completed by a Holder and shall state:

         (A) the Purchase Price, the Conversion Rate and, to the extent known at
the time of such notice the amount of interest that will be accrued and payable
with respect to the Notes as of the Purchase Date;

         (B) the name and address of the Paying Agent and the Conversion Agent;

         (C) that Notes as to which a Purchase Notice has been given may be
converted pursuant to Article Four hereof only if the applicable Purchase Notice
has been withdrawn in accordance with the terms of this First Supplemental
Indenture;

         (D) that Notes must be surrendered to the Paying Agent to collect
payment of the Purchase Price;

         (E) that the Purchase Price for any Note as to which a Purchase Notice
has been given and not withdrawn shall be paid promptly following the later of
the Purchase Date and the time of surrender of such Note as described in (D);

         (F) the procedures the Holder must follow to exercise purchase rights
under this Article and a brief description of those rights;

         (G) a brief description of the conversion rights of the Notes; and

         (H) the procedures for withdrawing a Purchase Notice (including,
without limitation, for a conditional withdrawal pursuant to the terms of
Section 601 or 609).

         If any of the Notes is in the form of a Global Security, then the
Company shall modify the Company Notice to the extent necessary to accord with
the Applicable Procedures.

         At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; PROVIDED, HOWEVER, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

Section 606 COVENANTS OF THE COMPANY.

         All Common Stock delivered upon purchase of the Notes shall be newly
issued shares or treasury shares, shall be duly authorized, validly issued,
fully paid and nonassessable and shall be free from preemptive rights and free
of any Lien or adverse claim.

Section 607 PROCEDURE UPON PURCHASE.

         As soon as practicable after the Purchase Date, the Company shall
deliver to each Holder entitled to receive Common Stock through the Paying
Agent, a certificate for the number of full




                                       28
<PAGE>   34

shares of Common Stock issuable in payment of the Purchase Price and cash in
lieu of any fractional shares of Common Stock. The Person in whose name the
certificate for Common Stock is registered shall be treated as a holder of
record of Common Stock on the Business Day following the Purchase Date. No
payment or adjustment shall be made for dividends on the Common Stock the record
date for which occurred on or prior to the Purchase Date.

Section 608 TAXES.

         If a Holder of a Note is paid in Common Stock, the Company shall pay
any documentary, stamp or similar issue or transfer tax due on such issue of
Common Stock. However, the Holder shall pay any such tax which is due because
the Holder requests the Common Stock to be issued in a name other than the
Holder's name. The Paying Agent may refuse to deliver the certificates
representing the shares of Common Stock being issued in a name other than the
Holder's name until the Paying Agent receives a sum sufficient to pay any tax
which will be due because the shares of Common Stock are to be issued in a name
other than the Holder's name.

Section 609 EFFECT OF PURCHASE NOTICE.

         Upon receipt by the Paying Agent of the Purchase Notice specified in
Section 605, the Holder of the Note in respect of which such Purchase Notice was
given shall (unless such Purchase Notice is withdrawn as specified in the
following two paragraphs) thereafter be entitled to receive solely the Purchase
Price with respect to such Note. Such Purchase Price shall be paid to such
Holder, subject to receipt of funds and/or Common Stock by the Paying Agent,
promptly following the later of (x) the Purchase Date with respect to such Note
(provided the conditions in Section 601 have been satisfied) and (y) the time of
delivery of such Note to the Paying Agent by the Holder thereof in the manner
required by Section 601. Notes in respect of which a Purchase Notice has been
given by the Holder thereof may not be converted pursuant to Article Four hereof
on or after the date of the delivery of such Purchase Notice unless such
Purchase Notice has first been validly withdrawn as specified in the following
two paragraphs.

         A Purchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Purchase Notice at any time prior to the close of business on the Business Day
immediately preceding the applicable Purchase Date specifying:

         (1) if Certificated Securities have been issued, the certificate number
of the Notes in respect of which such notice of withdrawal is being submitted,
or if Certificated Securities have not been issued, such information as may be
required by the Applicable Procedures;

         (2) the principal amount of the Notes, in integral multiples of $1,000,
being withdrawn; and

         (3) the principal amount of such Notes that remains subject to the
Purchase Notice, if any.

         A written notice of withdrawal of a Purchase Notice may be in the form
set forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
601(1)(D) or (ii) a conditional withdrawal



                                       29
<PAGE>   35

containing the information set forth in Section 601(l)(D) and the preceding
paragraph and contained in a written notice of withdrawal delivered to the
Paying Agent as set forth in the preceding paragraph.

         There shall be no purchase of any Notes pursuant to this Article (other
than through the issuance of Common Stock in payment of the Purchase Price,
including cash in lieu of fractional shares) if there has occurred (prior to, on
or after, as the case may be, the giving, by the Holders of such Notes, of the
required Purchase Notice) and is continuing an Event of Default (other than a
default in the payment of the Purchase Price with respect to such Notes). The
Paying Agent shall promptly return to the respective Holders thereof any Notes
(x) with respect to which a Purchase Notice has been withdrawn in compliance
with this Indenture, or (y) held by it during the continuance of an Event of
Default (other than a default in the payment of the Purchase Price with respect
to such Notes) in which case, upon such return, the Purchase Notice with respect
thereto shall be deemed to have been withdrawn.

Section 610 DEPOSIT OF PURCHASE PRICE.

         Prior to 11:00 a.m. (New York City time) on the Purchase Date, the
Company shall deposit with the Trustee or with the Paying Agent an amount of
cash (in immediately available funds if deposited on such Business Day) and/or
Common Stock, if permitted hereunder, sufficient to pay the aggregate Purchase
Price of all of the Notes or portions thereof which are to be purchased as of
the Purchase Date. The manner in which the deposit required by this Section 610
is made by the Company shall be at the option of the Company, PROVIDED, HOWEVER,
that such deposit shall be made in a manner such that the Trustee or a Paying
Agent shall have immediately available funds on the Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, money
and/or Common Stock sufficient to pay the Purchase Price of any Note for which a
Purchase Notice has been tendered and not withdrawn in accordance with this
Indenture then, immediately after such Purchase Date, such Note shall cease to
be Outstanding and the rights of the Holder in respect thereof shall terminate
(other than the right to receive the Purchase Price as aforesaid).

Section 611 SECURITIES PURCHASED IN PART.

         Any Note which is to be purchased only in part shall be surrendered at
the office of the Paying Agent (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company or the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Note, without
service charge except for any taxes to be paid by the Holder in the event a Note
is registered under a new name, a new Note or Notes, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the portion of the principal amount of the Note so
surrendered which is not purchased.

Section 612 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.

         In connection with any offer to purchase or purchase of Notes under
this Article (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of



                                       30
<PAGE>   36

Rule 13e-4 (which term, as used herein, includes any successor provision
thereto) under the Securities Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 under the Securities
Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form
or report), if required, under the Securities Exchange Act and (iii) otherwise
comply with all applicable federal and state securities laws so as to permit the
rights and obligations under Article Six to be exercised in the time and in the
manner specified in this Article.

Section 613 REPAYMENT TO THE COMPANY.

         The Trustee and the Paying Agent shall return to the Company any cash
or Common Stock that remain unclaimed for two years, subject to applicable
unclaimed property law, together with interest or dividends, if any, thereon
held by them for the payment of the Purchase Price, PROVIDED, HOWEVER, that to
the extent that the aggregate amount of cash or Common Stock deposited by the
Company pursuant to Section 610 exceeds the aggregate Purchase Price of the
Notes or portions thereof which the Company is obligated to purchase as of the
Purchase Date, then promptly after the Business Day following the Purchase Date,
the Trustee shall return any such excess to the Company together with interest
or dividends, if any, thereon. Thereafter, any Holder entitled to payment must
look to the Company for payment as general creditors, unless an applicable
abandoned property law designates another Person.

                                 ARTICLE SEVEN

                         PURCHASE OF NOTES AT OPTION OF
                       THE HOLDER UPON FUNDAMENTAL CHANGE

Section 701 RIGHT TO REQUIRE PURCHASE.

         (a) If a Fundamental Change occurs, Holders shall have the right, at
their option, to require the Company to Purchase all of such Holder's Notes not
previously called for redemption, or any portion of the principal amount
thereof, that is equal to $1,000 or an integral multiple of $1,000, on the
Fundamental Change Purchase Date.

         A "Fundamental Change" shall be deemed to have occurred at such time as
(a) any Person, including its Affiliates and associates, other than Permitted
Holders, files a Schedule 13D or TO (or any successor schedule, form or report
under the Securities Exchange Act) disclosing that such Person has become the
Beneficial Owner of 50% or more of the total voting power in the aggregate of
all classes the Company's Capital Stock then outstanding normally entitled to
vote in elections of the Board of Directors, (b) there shall be consummated any
consolidation or merger of the Company pursuant to which the Common Stock would
converted into cash, securities or other property, in each case other than a
consolidation or merger of the Company in which the holders of Common Stock
immediately prior to the consolidation or merger have, directly or indirectly,
at least a majority of the total voting power in the aggregate of all classes of
Capital Stock of the continuing or surviving corporation normally entitled to
vote in elections of directors immediately after the consolidation or merger or
(c) the Company shall sell, convey, transfer or lease all or substantially all
of its properties and assets to any Person other than a Permitted Holder.



                                       31
<PAGE>   37

         The term "Beneficial Owner" shall be determined in accordance with
Rules 13d-3 and l3d-5 promulgated by the Commission under the Securities
Exchange Act or any successor provision thereto, except that a Person shall be
deemed to have "beneficial ownership" of all shares that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time.

         The term "Permitted Holders" shall mean (a) the Company and its
Subsidiaries and employee benefit plans, (b) any "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act) that includes
William D. Morean; provided that Mr. Morean at all times (i) holds the position
of director of the Company, or another position of equal or greater
responsibilities, and the estates, executors and administrators, and parents and
lineal descendants of Mr. Morean, and the estates, executors and administrators
of any of such parents and lineal descendants and (c) any corporation,
partnership, limited liability company, trust or other entity in which the
trusts, individuals or lineal descendents referred to in clause (b) in the
aggregate have either a direct or indirect beneficial interest or voting control
of greater than 50%.

         (b) Within fifteen Business Days following any Fundamental Change, the
Company shall provide a notice to all Holders at their addresses shown in the
register of the Securities Registrar, and to beneficial owners as required by
applicable law, and the Trustee offering to purchase the Notes on a certain date
(which date shall not be later than 35 Business Days from the date of such
notice) (the "Fundamental Change Purchase Date") specified in such notice and
such notice shall state:

                           (1) the events giving rise to the Fundamental Change;

                           (2) the date of such Fundamental Change;

                           (3) the date by which the Fundamental Change Purchase
                  Notice pursuant to this Section 701 must be given;

                           (4) the Fundamental Change Purchase Date;

                           (5) the Fundamental Change Purchase Price that will
                  be accrued and payable with respect to the Notes as of the
                  Fundamental Change Purchase Date;

                           (6) briefly, the conversion rights of the Notes;

                           (7) the name and address of the Paying Agent and
                  Conversion Agent;

                           (8) the Conversion Price and any adjustments thereto;

                           (9) that Notes as to which a Fundamental Change
                  Purchase Notice has been given may be converted into Common
                  Stock pursuant to Article Four only to the extent that the
                  Fundamental Change Purchase Notice has been withdrawn in
                  accordance with the terms of this Indenture;




                                       32
<PAGE>   38

                           (10) the procedures that the Holder must follow to
                  exercise rights under this Section 701;

                           (11) the procedures for withdrawing a Fundamental
                  Change Purchase Notice, including a form of notice of
                  withdrawal; and

                           (12) that the Holder must satisfy the requirements
                  set forth in the Notes in order to convert the Notes.

         If any of the Notes are in the form of a Global Security, then the
Company shall modify such notice to the extent required by the Applicable
Procedures.

         (c) A Holder may exercise its rights specified in subsection (a) of
this Section 701 upon delivery of a written notice (which shall be in
substantially the form included as an attachment to the Notes and which may be
delivered by letter, overnight courier, hand delivery, facsimile transmission or
in any other written form and, in the case of Global Securities, may be
delivered electronically or by other means in accordance with the Depository's
customary procedures) of the exercise of such rights (a "Fundamental Change
Purchase Notice") to any Paying Agent for receipt by such Paying Agent no later
than the close of business on the fifth Business Day next preceding the
Fundamental Change Purchase Date.

         The delivery of such Note to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Fundamental Change Purchase Price.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 701, a portion of a Note if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this First Supplemental
Indenture that apply to the purchase of all of a Note pursuant to Sections 701
through 706 also apply to the purchase of such portion of such Note.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 701 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Fundamental Change
Purchase Date and the time of delivery of the Note to the Paying Agent in
accordance with this Section 701.

         Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Fundamental Change Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Fundamental Change Purchase
Notice in whole or as to a portion thereof that is a principal amount of $1,000
or an integral multiple thereof at any time prior to the close of business on
the Business Day next preceding the Fundamental Change Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
702.

         A Paying Agent shall promptly notify the Company of the receipt by it
of any Fundamental Change Purchase Notice or written withdrawal thereof.




                                       33
<PAGE>   39

         In the case of Global Securities, any Fundamental Change Purchase
Notice may be delivered or withdrawn and such Notes may be surrendered or
delivered for purchase in accordance with the Applicable Procedures.

         (d) Anything herein to the contrary notwithstanding, the Company shall
not be required to effect a Fundamental Change Offer following a Fundamental
Change if a third party makes the Fundamental Change Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Article 7 and purchases all of the Notes validly tendered and not withdrawn
under such Fundamental Change Offer.

Section 702 EFFECT OF FUNDAMENTAL CHANGE PURCHASE NOTICE.

         Upon receipt by any Paying Agent of the Fundamental Change Purchase
Notice specified in Section 701(c), the Holder of the Note in respect of which
such Fundamental Change Purchase Notice was given shall (unless such Fundamental
Change Purchase Notice is withdrawn as specified below) thereafter be entitled
to receive on the Fundamental Change Purchase Date the Fundamental Change
Purchase Price with respect to such Note together with interest accrued to such
Fundamental Change Purchase Date. Such Fundamental Change Purchase Price shall
be paid to such Holder promptly following the later of (a) the Fundamental
Change Purchase Date with respect to such Note (provided the conditions in
Section 701(c) have been satisfied) and (b) the time of delivery of such Note to
a Paying Agent by the Holder thereof in the manner required by Section 701(c).
Notes in respect of which a Fundamental Change Purchase Notice has been given by
the Holder thereof may not be converted into Common Stock on or after the date
of the delivery of such Fundamental Change Purchase Notice unless such
Fundamental Change Purchase Notice has first been validly withdrawn as specified
in the following paragraph.

         A Fundamental Change Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Fundamental Change Purchase Notice at any time prior to the
close of business on the Business Day immediately preceding the Fundamental
Change Purchase Date specifying:

         (1) if a Certificated Security has been issued, the certificate number
of the Notes in respect of which such notice of withdrawal is being submitted,
or if a Certificated Security has not been issued, such information as may be
required by Applicable Procedures;

         (2) the principal amount, in integral multiples of $1,000, of the Notes
being withdrawn; and

         (3) the principal amount of such Notes which remain subject to the
Fundamental Change Purchase Notice, if any.

Section 703 DEPOSIT OF FUNDAMENTAL CHANGE PURCHASE PRICE.

         On the Fundamental Change Purchase Date, the Company shall, to the
extent lawful accept for payment all the Notes or portions thereof properly
tendered pursuant to the Fundamental Change Offer and deliver or cause to be
delivered to the Trustee the Notes so



                                       34
<PAGE>   40

accepted together with an Officers' Certificate, stating the aggregate principal
amount of Notes or portions thereof being purchased.

         On or before 11:00 a.m., New York City time, on the Fundamental Change
Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent
(other than the Company or an Affiliate of the Company) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Fundamental Change Purchase Price of all the Notes or portions
thereof that are to be purchased as of such Fundamental Change Purchase Date.
The manner in which the deposit required by this Section 703 is made by the
Company shall be at the option of the Company; PROVIDED, HOWEVER, that such
deposit shall be made in a manner such that the Trustee or a Paying Agent shall
have immediately available funds on the Fundamental Change Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, funds
sufficient to pay the Fundamental Change Purchase Price of any Note for which a
Fundamental Change Purchase Notice has been tendered and not withdrawn in
accordance with this First Supplemental Indenture then, on the Fundamental
Change Purchase Date such Note shall cease to be Outstanding and the rights of
the Holder in respect thereof shall terminate (other than the right to receive
the Fundamental Change Purchase Price). The Company shall publicly announce the
principal amount of Notes purchased as a result of such Fundamental Change on or
as soon as practicable after the Fundamental Change Purchase Date.

Section 704 SECURITIES PURCHASED IN PART.

         Any Note that is to be purchased only in part shall be surrendered at
the office of a Paying Agent and promptly after the Fundamental Change Purchase
Date the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Note, without service charge (other than amounts to be paid
in respect of applicable transfer taxes), a new Note or Notes, of such
authorized denomination or denominations in integral multiples of $1,000 as may
be requested by such Holder, in aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Note so surrendered
that is not purchased.

Section 705 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.

         In connection with any offer to purchase or purchase of Notes under
this Article (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Securities Exchange Act at the time of
such offer or purchase), the Company shall (i) comply with Rule 13e-4 and Rule
14e-1 and any other tender offer rules promulgated under the Securities Exchange
Act, (ii) file the related Schedule TO (or any successor schedule, form or
report), if required, under the Securities Exchange Act and (iii) otherwise
comply with all applicable federal and state securities laws so as to permit the
rights and obligations under this Article to be exercised in the time and in the
manner specified in this Article.

Section 706 REPAYMENT TO THE COMPANY.

         The Trustee and the Paying Agent shall return to the Company any cash
or Common Stock that remains unclaimed for two years, subject to applicable
unclaimed property law,




                                       35
<PAGE>   41

together with interest or dividends, if any, thereon held by them for the
payment of the Fundamental Change Purchase Price; PROVIDED, HOWEVER, that to the
extent that the aggregate amount of cash or Common Stock deposited by the
Company pursuant to Section 703 exceeds the aggregate Fundamental Change
Purchase Price of the Notes or portions thereof which the Company is obligated
to purchase as of the Fundamental Change Purchase Date, then on the Business Day
following the Purchase Date, the Trustee shall return any such excess to the
Company together with interest or dividends, if any, thereon. Thereafter, any
Holder entitled to payment must look to the Company for payment as general
creditors, unless an applicable abandoned property law designates another
Person.

                                 ARTICLE EIGHT

                                 SUBORDINATION

Section 801 TERMS AND CONDITIONS OF SUBORDINATION

         The Company, for itself and its successors, and each Holder, by its
acceptance of Notes, agree that the payment of the principal of or interest on
or any other amounts due on the Notes is subordinated in right of payment, to
the extent and in the manner stated in this Article 8, to the prior payment in
full of all existing and future Senior Indebtedness of the Company. The Notes
shall rank pari passu with, and shall not be senior in right of payment to such
other Indebtedness of the Company whether outstanding on the date of this First
Supplemental Indenture or hereafter created, incurred, issued or guaranteed by
the Company, where the instrument creating or evidencing such Indebtedness
expressly provides that such Indebtedness ranks pari passu with the Notes.

         The Notes shall be subordinate in right of payment to all existing and
future Senior Indebtedness of the Company. The payment of the principal of,
interest on or any other amounts due on the Notes is subordinated in right of
payment to the prior payment in full of all existing and future Senior
Indebtedness. No payment on account of principal of, redemption of, interest on
or any other amounts due on the Notes, including, without limitation, any
payments on the Fundamental Change Offer, and no redemption, purchase or other
acquisition of the Notes may be made, including a purchase on a Purchase Date
pursuant to Article 6 hereof, except payments comprised solely of Permitted
Junior Securities, if:

         (1) a default in the payment of Designated Senior Indebtedness occurs
and is continuing beyond any applicable period of grace ("Payment Default"');or

         (2) a default other than a Payment Default on any Designated Senior
Indebtedness occurs and is continuing that permits the holders of Designated
Senior Indebtedness to accelerate its maturity, and the trustee receives a
notice of such default (a "Payment Blockage Notice") from the Company or from
any holder of Designated Senior Indebtedness or such holder's representative (a
"Non-Payment Default"),

but only for the period (the "Payment Blockage Period") commencing on the date
of receipt of the Payment Blockage Notice and ending (unless earlier terminated
by notice given to the Trustee by the holders of such Designated Senior
Indebtedness) (a) in the case of a Payment



                                       36
<PAGE>   42

Default, upon the date on which such Payment Default is cured or waived or
ceases to exist, and (b) in the case of a Non-Payment Default, the earliest of
the date on which such Non-Payment Default is cured or waived or ceases to exist
or 180 days from the date notice is received, if the maturity of the Designated
Senior Indebtedness has not been accelerated. Upon termination of the Payment
Blockage Period, payments on account of principal of or interest on the Notes
(other than, subject to Section 802 hereof, amounts due and payable by reason of
the acceleration of the maturity of the Notes) and redemptions, purchases or
other acquisitions shall be made by or on behalf of the Company.

         Notwithstanding the foregoing, only one Payment Blockage Notice with
respect to the same event of default or any other events of default existing or
continuing at the time of notice on the same issue of Designated Senior
Indebtedness may be given and no new Payment Blockage Period may be commenced by
the holders of Designated Senior Indebtedness unless 360 consecutive days have
elapsed since the initial effectiveness of the immediately preceding Payment
Blockage Notice.

         If the Trustee or any Holder of Notes receives any payment or
distribution of the Company's assets of any kind in contravention of any of the
terms hereof, whether in cash, property or securities, in respect of the Notes
before all Senior Indebtedness is paid in full, then the payment or distribution
will be held by the recipient in trust for the benefit of holders of Senior
Indebtedness, and will be immediately paid over or delivered to the holders of
Senior Indebtedness or their representative or representatives to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution, or provision
therefor, to or for the holders of Senior Indebtedness.

Section 802 DISTRIBUTION ON ACCELERATION OF NOTES; DISSOLUTION AND
            REORGANIZATION.

         (a) If the Notes are declared due and payable because of the occurrence
of an Event of Default, the Company or the Trustee shall give prompt written
notice to the holders of all Senior Indebtedness or to the trustee(s) for such
Senior Indebtedness of such acceleration.

         (b) Upon (i) any acceleration of the principal amount due on the Notes
because of an Event of Default or (ii) any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company
(whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or any other dissolution, winding up,
liquidation or reorganization of the Company):

                  (1) the holders of all Senior Indebtedness shall first be
         entitled to receive payment in full of the principal thereof, the
         interest thereon and any other amounts due thereon before the Holders
         are entitled to receive payment on account of the principal of or
         interest on or any other amounts due on the Notes, except payments
         comprised solely of Permitted Junior Securities;

                  (2) any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities (other
         than Permitted Junior Securities), to which the holders or the Trustee
         would be entitled except for the provisions of this Article 8, shall be
         paid by the liquidating trustee or agent or other Person making such a
         payment or




                                       37
<PAGE>   43

         distribution, directly to the holders of Senior Indebtedness (or their
         representatives(s) or trustee(s) acting on their behalf), ratably
         according to the aggregate amounts remaining unpaid on account of the
         principal of or interest on and other amounts due on the Senior
         Indebtedness held or represented by each, to the extent necessary to
         make payment in full of all Senior Indebtedness remaining unpaid, after
         giving effect to any concurrent payment or distribution to the holders
         of such Senior Indebtedness; and

                  (3) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company of any kind or
         character, whether in cash, property or securities (other than payments
         comprised solely of Permitted Junior Securities), shall be received by
         the Trustee or the holders before all Senior Indebtedness is paid in
         full, such payment or distribution shall be held in trust for the
         benefit of, and be paid over to upon request by a holder of the Senior
         Indebtedness, the holders of the Senior Indebtedness remaining unpaid
         (or their representatives) or trustee(s) acting on their behalf,
         ratably as aforesaid, for application to the payment of such Senior
         Indebtedness until all such Senior Indebtedness shall have been paid in
         full, after giving effect to any concurrent payment or distribution to
         the holders of such Senior Indebtedness.

         The foregoing is subject to the last paragraph of Section 16.3 of the
Indenture.

         Subject to the payment in full of all Senior Indebtedness, the Holders
shall be subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal of and interest on the
Notes shall be paid in full and, for purposes of such subrogation, no such
payments or distributions to the holders of Senior Indebtedness of cash,
property or securities which otherwise would have been payable or distributable
to Holders shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders, be deemed to be a payment by the
Company to or on account of the Senior Indebtedness, it being understood that
the provisions of this Article 8 are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
Senior Indebtedness, on the other hand.

         Nothing contained in this Article 8 or elsewhere in this First
Supplemental Indenture, the Indenture or in the Notes is intended to or shall
(i) impair, as between the Company and its creditors other than the holders of
Senior Indebtedness, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the Notes
as and when the same shall become due and payable in accordance with the terms
of the Notes or is intended to or (ii) affect the relative rights of the Holders
and creditors of the Company other than holders of Senior Indebtedness or, as
between the Company and the Trustee, the obligations of the Company to the
Trustee, or (iii) prevent the Trustee or the Holders from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture
and this First Supplemental Indenture, subject to the rights, if any, under this
Article 8 of the holders of Senior Indebtedness in respect of cash, property and
securities of the Company received upon the exercise of any such remedy.



                                       38
<PAGE>   44

         Upon distribution of assets of the Company referred to in this Article
8, the Trustee, subject to the provisions of Sections 6.1 of the Indenture, and
the Holders shall be entitled to rely upon a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
the Holders for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 8. The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness. Nothing contained in this
Article 8 or elsewhere in this First Supplemental Indenture, the Indenture or in
any of the Notes, shall prevent the good faith application by the Trustee of any
moneys which were deposited with it hereunder, prior to its receipt of written
notice of facts which would prohibit such application, for the purpose of the
payment of or on account of the principal of or interest on, the Notes unless,
prior to the date on which such application is made by the Trustee, the Trustee
shall be charged with notice under Section 802(d) hereof of the facts which
would prohibit the making of such application.

         (c) The provisions of this Article 8 shall not be applicable to any
cash, properties or securities received by the Trustee or by any Holder when
received as a holder of Senior Indebtedness and nothing in the Indenture or this
First Supplemental Indenture shall deprive the Trustee or such Holder of any of
its rights as such holder.

         (d) The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment of
money to or by the Trustee in respect of the Notes pursuant to the provisions of
this Article 8. The Trustee, subject to the provisions of Section 6.1 of the
Indenture, shall be entitled to assume that no such fact exists unless the
Company or any holder of Senior Indebtedness or any trustee therefor has given
such notice to the Trustee. Notwithstanding the provisions of this Article 8 or
any other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any fact which would prohibit the making of any
payment of monies to or by the Trustee in respect of the Notes pursuant to the
provisions in this Article 8, unless, and until three Business Days after, the
Trustee shall have received written notice thereof from the Company or any
holder or holders of Senior Indebtedness or from any trustee therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Sections 6.1 of the Indenture, shall be entitled in all respects
conclusively to assume that no such facts exist; provided that if on a date not
less than three Business Days immediately preceding the date upon which by the
terms hereof any such monies may become payable for any purpose (including,
without limitation, the principal of or interest on any Note), the Trustee shall
not have received with respect to such monies the notice provided for in this
Section 802(d), than anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Indebtedness (or a trustee on behalf
of any such holder or holders). In the event that the Trustee determines in good
faith that



                                       39
<PAGE>   45

further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 8, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 8, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment; nor shall the Trustee be
charged with knowledge of the curing or waiving of any default of the character
specified in Section 801 or that any event or any condition preventing any
payment in respect of the Notes shall have ceased to exist, unless and until the
Trustee shall have received an Officers' Certificate to such effect.

         (e) The provisions of this Section 802 applicable to the Trustee shall
also apply to any Paying Agent for the Company.

         (f) Each Holder of a Note, by its acceptance thereof, authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 8 and
appoints the Trustee its attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding up or liquidation or
reorganization under any applicable bankruptcy law of the Company (whether in
bankruptcy, insolvency or receivership proceedings or otherwise), the timely
filing of a claim for the unpaid balance of such Holder's Notes in the form
required in such proceedings and the causing of such claim to be approved. If
the Trustee does not file a claim or proof of debt in the form required in such
proceedings prior to 30 days before the expiration of the time to file such
claims or proofs, then any Holder or holders of Senior Indebtedness or their
representative or representatives shall have the right to demand, sue for,
collect, receive and receipt for the payments and distributions in respect of
the Notes which are required to be paid or delivered to the holders of Senior
Indebtedness as provided in this Article 8 and to file and prove all claims
therefore and to take all such other action in the name of the holders or
otherwise, as such holders of Senior Indebtedness or representative thereof may
determine to be necessary or appropriate for the enforcement of the provisions
of this Article 8.

Section 803 APPLICATION OF ARTICLE 16 OF THE INDENTURE.

         The provisions of Section 801 and 802 (except as provided therein)
replace the provisions of Sections 16.2 and 16.3 of the Indenture. In all other
cases, the provisions of this Article Eight supplement, and to the extent
inconsistent with replace, the provisions of Article 16 of the Indenture.
References in Article 16 of the Indenture to such Article 16 shall be deemed to
refer to such Article as amended hereby.



                                       40
<PAGE>   46

                                  ARTICLE NINE

                            MISCELLANEOUS PROVISIONS

Section 901 INTEGRAL PART.

         This First Supplemental Indenture constitutes an integral part of the
Indenture with respect to the Notes only.

Section 902 GENERAL DEFINITIONS.

         For all purposes of this First Supplemental Indenture:

         (a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture; and

         (b) the terms "herein," "hereof," "hereunder" and other words of
similar import refer to this First Supplemental Indenture.

Section 903 ADOPTION, RATIFICATION AND CONFIRMATION.

         The Indenture, as supplemented and amended by this First Supplemental
Indenture, is in all respects hereby adopted, ratified and confirmed, and this
First Supplemental Indenture shall be deemed part of the Indenture in the manner
and to the extent herein and therein provided. The provisions of this First
Supplemental Indenture shall, subject to the terms hereof, supersede the
provisions of the Indenture to the extent the Indenture is inconsistent
herewith.

Section 904 COUNTERPARTS.

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

Section 905 GOVERNING LAW.

         THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.

Section 906 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT OF
            1939.

         If and to the extent that any provision of this First Supplemental
Indenture limits, qualifies or conflicts with a provision required under the
terms of the Trust Indenture Act of 1939, as amended, such Trust Indenture Act
provision shall control.




                                       41
<PAGE>   47

Section 907 EFFECT OF HEADINGS.

         The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

Section 908 SEVERABILITY OF PROVISIONS.

         In case any provision in this First Supplemental Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 909 SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this First Supplemental Indenture by
the parties hereto shall bind their respective successors and assigns and inure
to the benefit of their respective successors and assigns, whether so expressed
or not.

Section 910 BENEFIT OF SUPPLEMENTAL INDENTURE.

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

Section 911 ACCEPTANCE BY TRUSTEE.

         The Trustee accepts the amendments to the Indenture effected by this
First Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in
this First Supplemental Indenture and the Indenture. Without limiting the
generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals contained herein, which shall be taken as the
statements of the Company and except as provided in the Indenture the Trustee
shall not be responsible or accountable in any way whatsoever for or with
respect to the validity or execution or sufficiency of this First Supplemental
Indenture and the Trustee makes no representation with respect thereto.

Section 912 CALCULATIONS.

         The Company shall be responsible for making all calculations called for
under the Notes. The Company shall make all such calculations in good faith and,
absent manifest error, such calculations shall be final and binding on the
Holders of the Notes. The Company shall provide a schedule of its calculations
to the Trustee, and the Trustee is entitled to rely upon the accuracy of the
Company's calculations without independent calculation.



                                       42
<PAGE>   48
         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.

                                    JABIL CIRCUIT, INC.


                                    By /s/ FORBES I.J. ALEXANDER
                                       -----------------------------------------
                                       Forbes I.J. Alexander, Treasurer


                                    THE BANK OF NEW YORK,
                                                     as Trustee

                                    By /s/ MARY LAGUMINA
                                       -----------------------------------------
                                       Mary LaGumina, Vice President




                                       43
<PAGE>   49
                                                                         ANNEX A


                                 GLOBAL SECURITY

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         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 THEREOF. 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, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

                           [FORM OF FACE OF SECURITY]

Issue Date:  May 2, 2001                        Principal Amount:  $____________

Registered:  No. R-1                            CUSIP:  466313 AA 1
                                                ISIN: US466313AA11


                               JABIL CIRCUIT, INC.

                  1.75% CONVERTIBLE SUBORDINATED NOTES DUE 2021

         Jabil Circuit, Inc., a corporation organized and existing under the
laws of Delaware (herein called the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of _____________ DOLLARS ($___________) on May 15,





                                      A-1
<PAGE>   50

2021 and to pay interest thereon from May 2, 2001 or from the most recent date
to which interest has been paid or duly provided for, semiannually on May 15 and
November 15 in each year (each, an "Interest Payment Date"), commencing November
15, 2001, at the rate of 1.75% per annum, until the principal hereof is paid or
duly made available for payment or otherwise provided for in accordance with the
terms hereof. Interest on this Note shall be calculated on the basis of a
360-day year consisting of twelve 30-day months. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date shall, as
provided in such Indenture, be paid to the Person in whose name this Note (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 May 1 or November
1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any interest which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder hereof on the relevant Regular Record Date by
virtue of having been such Holder, and may be paid to the Person in whose name
this Note (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 Company, notice whereof shall be given to the Holders of Notes
as provided in such Indenture. If any Interest Payment Date, the Stated Maturity
or any date fixed for redemption or repurchase shall fall on a day which is not
a Business Day, the required payment shall be paid on the next succeeding
Business Day with the same force and effect as if made on such date and no
interest on such payment shall accrue from and after such date. If the last day
on which a Holder of a Note has a right to convert a Note falls on a day which
is not a Business Day, the Note shall convert on the next succeeding Business
Day with the same force and effect as if converted on such last day for
conversion.

         Payment of the principal of and interest, if any, on this Note will be
made at the office or agency of the Company maintained for that purpose in The
City of 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;
PROVIDED, HOWEVER, that at the option of the Company, payment of interest, if
any, may be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or by wire transfer of
immediately available funds to an account previously specified in writing by
such Person to the Company and the Trustee.

         This Note is convertible as specified on the other side on this Note.
Reference is hereby made to the further provisions of this Note 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 Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



                                      A-2
<PAGE>   51
                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated: May 2, 2001







                  Seal

                                        JABIL CIRCUIT, INC.



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

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








                                      A-3
<PAGE>   52

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         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


                                            ------------------------------------
                                                     Authorized Officer


Date of Authentication: May 2, 2001



<PAGE>   53

                       [FORM OF REVERSE SIDE OF SECURITY]

                               JABIL CIRCUIT, INC

                  1.75% CONVERTIBLE SUBORDINATED NOTES DUE 2021

         This Security is one of a duly authorized issue of subordinated debt
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture (the "Original Indenture"),
dated as of May 2, 2001, between the Company and The Bank of New York, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), as amended by the First Supplemental Indenture thereto
(the "First Supplemental Indenture" and, together with the Original Indenture,
the "Indenture"), dated as of May 2, 2001, between the Company and the Trustee,
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 (herein called the "Notes"), limited in aggregate principal
amount to $300,000,000 ($345,000,000 if the underwriter exercises its
over-allotment option) created pursuant to the Indenture. Capitalized terms used
and not otherwise defined in this Note are used as defined in the Indenture.

         The payment of the principal of, interest on or any other amounts due
on the Notes is subordinated in right of payment to all existing and future
Senior Indebtedness of the Company, as described in the Indenture. Each Holder,
by accepting a Note, agrees to such subordination and authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee as its
attorney-in-fact for such purpose.

INTEREST ON OVERDUE AMOUNTS

         If the principal amount hereof or any portion of such principal amount
is not paid when due (whether upon acceleration pursuant to an Event of Default
as provided in the Indenture, upon the date set for payment of the Redemption
Price as described under "Optional Redemption," upon the date set for payment of
the Fundamental Change Purchase Price pursuant to "Purchase of Notes at Option
of Holder Upon a Fundamental Change," upon the date set for payment of the
Purchase Price under "Purchase by the Company at the Option of the Holder" or
upon the Stated Maturity of this Note) or if interest due hereon, if any (or any
portion of such interest), is not paid when due, then in each such case the
overdue amount shall, to the extent permitted by law, bear interest at the rate
of 1.75% per annum, compounded semiannually, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable as set forth in the Indenture.

METHOD OF PAYMENT

         Payments in respect of principal of and interest, if any, on the Notes
shall be made by the Company in immediately available funds.




                                       2
<PAGE>   54

SECURITY REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         Initially, the Trustee shall act as Security Registrar, Paying Agent
and Conversion Agent. The Company may appoint and change any Security Registrar,
Paying Agent and Conversion Agent without notice, other than notice to the
Trustee, except that the Company shall maintain at least one Paying Agent in the
State of New York, The City of New York, Borough of Manhattan, which shall
initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Security Registrar, Paying
Agent or Conversion Agent.

OPTIONAL REDEMPTION

         No sinking fund is provided for the Notes. At any time on or after May
18, 2004, the Notes are redeemable, in whole or in part from time to time, at
the option of the Company in accordance with the Indenture at a redemption price
(the "Redemption Price") equal to 100% of the principal amount of the Notes to
be redeemed plus accrued and unpaid interest to, but excluding, the date fixed
for redemption (the "Redemption Date").

         If the Company redeems less than all of the Outstanding Notes, the
Trustee shall select the Notes to be redeemed in multiples of $1,000 (i) by lot,
(ii) pro rata, or (iii) by another method the Trustee considers fair and
appropriate. If the Trustee selects a portion of a Holder's Notes for partial
redemption and the Holder converts a portion of the same Notes, the converted
portion shall be deemed to be from the portion selected for redemption.

NOTICE OF REDEMPTION

         Notice of optional redemption by the Company shall be mailed by
first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at its registered
address. Notes in denominations larger than $1,000 principal amount may be
redeemed in part, but only in whole multiples of $1,000. On and after the
Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price for such Notes, all interest shall cease
to accrue on such Notes or portions thereof called for redemption in such
notice.

PURCHASE OF NOTES AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE

         If a Fundamental Change occurs, Holders of Notes shall have the right,
at their option, to require the Company to purchase all of such Holder's Notes
not previously called for redemption, or any portion of the principal amount
thereof, that is equal to $1,000 or an integral multiple of $1,000, pursuant to
a Fundamental Change Offer. The Company shall pay the Fundamental Change
Purchase Price in cash equal to 100% of the aggregate principal amount of the
Notes to be purchased.

         Within 15 Business Days following any Fundamental Change, the Company
shall provide notice in accordance with the provisions of Section 701(b) of the
First Supplemental Indenture.



                                       3
<PAGE>   55

         To exercise its purchase right, Holders of Notes must deliver the form
entitled "Option of Holder to Elect Purchase," in the form attached hereto, so
as to be received by the Paying Agent no later than the close of business on the
fifth Business Day prior to the Fundamental Change Purchase Date. Any Purchase
Notice may be withdrawn by the Holder by a written notice provided in accordance
with the provisions of Section 702 of the First Supplemental Indenture.

         On the Fundamental Change Purchase Date, the Company shall, to the
extent lawful, accept for payment all the Notes or portions thereof properly
tendered pursuant to the Fundamental Change Offer, deposit with the Paying Agent
an amount equal to the Fundamental Change Purchase Price in respect of all the
Notes or portions thereof so tendered, and deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate,
stating the aggregate principal amount of Notes or portions thereof being
purchased.

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

         If cash sufficient to pay the Fundamental Change Purchase Price of all
Notes or portions thereof to be purchased as of the Fundamental Change Purchase
Date is deposited with the Paying Agent by 11:00 a.m. on the Fundamental Change
Purchase Date, all interest shall cease to accrue on such Notes (or portions
thereof) immediately after such Fundamental Change Purchase Date, and the Holder
hereof shall have no other rights as such (other than the right to receive the
Fundamental Change Purchase Price upon surrender of such Note).

CONVERSION

         The Holder of any Note shall have the right, exercisable at any time
after the Issue Date of the Notes and before the close of business on the
Business Day immediately preceding the date of Stated Maturity, to convert the
principal amount of the Notes (or any portion of it that is an integral multiple
of $1,000) into shares of Common Stock at the Conversion Price, subject to
adjustment as described below. The foregoing notwithstanding, if a Note is
called for redemption, such conversion right shall terminate at the close of
business on the Business Day immediately preceding the Redemption Date, unless
the Company defaults in making the payment due on the Redemption Date, in which
case the conversion right shall terminate at the close of business on the date
such default is cured and such payment is made.

         A Note in respect of which a Holder has delivered a Purchase Notice or
a Fundamental Change Purchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture. The
initial Conversion Price is $41.038 per share of Common Stock, subject to
adjustment upon the occurrence of certain events described in the Indenture. The
shares of Common Stock shall be deliverable through the Conversion Agent to
Holders surrendering Notes as promptly as practicable but in any event no later
than the fifth Business Day following the Conversion Date. The Company shall
deliver cash or a check in lieu of any fractional share of Common Stock.



                                       4
<PAGE>   56

         Except as provided in the next succeeding paragraph, on conversion of a
Holder's Notes, such Holder shall not receive any cash payment of interest. The
Company's delivery to a Holder of the full number of shares of Common Stock into
which a Note is convertible shall be deemed to satisfy the Company's obligation
to pay the principal amount at maturity of the Note and to satisfy the Company's
obligation to pay accrued interest attributable to the period from the most
recent Interest Payment Date through the Conversion Date.

         If any Notes are converted during the period after any Regular Record
Date but before the next Interest Payment Date, interest on such Notes shall be
paid on the next Interest Payment Date, notwithstanding such conversion, to the
Holder of record on the Regular Record Date. Any Notes that are, however,
delivered to the Company for conversion after any Regular Record Date but before
the next Interest Payment Date must, except as described in the next sentence,
be accompanied by a payment equal to the interest payable on such Interest
Payment Date on the principal amount of Notes being converted. The Company shall
not require the payment to it described in the preceding sentence if, during the
period between a Regular Record Date and the Interest Payment Date to which such
Regular Record Date relates, a conversion occurs prior to a Redemption Date
falling during such period. No fractional shares will be issued upon conversion,
but a cash adjustment shall be made for any fractional shares.

         To convert a Note, a Holder must (a) complete and manually sign the
form entitled "Conversion Notice," in the form attached hereto, and deliver such
notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent,
(c) furnish appropriate endorsements and transfer documents (including any
certification that may be required under applicable law) if required by the
Conversion Agent and (d) pay any transfer or similar tax, if required.

PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Notes held by
such Holder on any May 15 in the years 2004, 2006, 2009 and 2014 at a Purchase
Price equal to 100% of the principal amount thereof plus accrued and unpaid
interest to, but excluding, the Purchase Date, upon delivery of a Purchase
Notice containing the information set forth in the Indenture, at any time from
the opening of business on the date that is 20 Business Days prior to such
Purchase Date until the close of business on the Business Day immediately
preceding such Purchase Date and upon delivery of the Notes to the Paying Agent
by the Holder as set forth in the Indenture.

         The Purchase Price may be paid, at the option of the Company, in cash
or by the issuance of Common Stock (as provided in the Indenture), or in any
combination thereof.

         Holders have the right to withdraw any Purchase Notice by delivering to
the Paying Agent a written notice of withdrawal prior to the close of business
on the Business Day immediately preceding the Purchase Date in accordance with
the provisions of Section 609 of the First Supplemental Indenture.

         If cash or securities sufficient to pay the Purchase Price of all Notes
or portions thereof to be purchased as of the Purchase Date is deposited with
the Paying Agent by 11:00 a.m. on the Purchase Date, all interest shall cease to
accrue on such Notes (or portions thereof) immediately



                                       5
<PAGE>   57

after such Purchase Date, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price upon surrender of such
Note).

TRANSFER

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration or transfer at the office or agency
in a Place of Payment for the Notes, 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 its attorney duly
authorized in writing, and thereupon one or more new Notes, of any authorized
denominations and for the same aggregate principal amount, executed by the
Company and authenticated and delivered by the Trustee, shall be issued to the
designated transferee or transferees.

         The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations set forth therein and on the face
of this Note, Notes are exchangeable for a like aggregate principal amount of
Notes 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 Note for registration of transfer, the
Company, the Trustee or any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

AMENDMENT, SUPPLEMENT AND WAIVER

         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 Notes 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 Notes at the time Outstanding. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note 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 Note.

SUCCESSOR CORPORATION

         When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture in accordance with the terms and
conditions of the Indenture, the



                                       6
<PAGE>   58

predecessor corporation will (except in certain circumstances specified in the
Indenture) be released from those obligations.

DEFAULTS AND REMEDIES

         If an Event of Default (other than an Event of Default resulting from
certain events (as provided in the Indenture) of bankruptcy, insolvency or
reorganization involving the Company) shall have occurred and be continuing, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Notes then Outstanding may declare to be immediately due and payable, subject to
the subordination provisions set forth in the Indenture, the principal amount of
all of the Notes then Outstanding plus accrued but unpaid interest to the date
of acceleration; PROVIDED, HOWEVER, that after such acceleration but before a
judgment or decree based on acceleration is obtained by the Trustee, the Holders
of a majority in aggregate principal amount of such Outstanding Notes may, under
the certain circumstances provided in the Indenture, rescind and annul such
acceleration. In case an Event of Default resulting from certain events (as
provided in the Indenture) of bankruptcy, insolvency or reorganization involving
the Company shall occur, such amount with respect to all of the Notes shall be
due and payable immediately without any declaration or other act on the part of
the Trustee or the Holders of Notes, subject to the subordination provisions set
forth in the Indenture.

         The Holders of a majority in principal amount of the Notes then
Outstanding shall have the right to waive any existing default or compliance
with any provision of the Indenture or of the Notes and to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, subject to certain limitations specified in the Indenture.

         No Holder of the Notes shall have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder other than in
accordance with the provisions of the Indenture.

INDENTURE

         The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Notes themselves and the Trust
Indenture Act, as in effect from time to time. The Notes are subject to all such
terms, and Holders are referred to the Indenture and the Trust Indenture Act for
a statement of those terms.

NO RECOURSE AGAINST OTHERS

         No recourse shall be had for the payment of the principal of or the
interest, if any, on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment of penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.



                                       7
<PAGE>   59

AUTHENTICATION

         This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Note.

INDENTURE TO CONTROL; GOVERNING LAW

         In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control.

         THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.




                                       8
<PAGE>   60

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

         Please insert social security number or other identifying number of
         assignee:

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

         Please print or type name and address (including zip code) of assignee:

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

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

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

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


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________ attorney to transfer said Note of Jabil
Circuit, Inc. on the books of Jabil Circuit, Inc. with full power of
substitution in the premises.



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


         NOTICE: The Signature to this assignment form must be guaranteed by an
institution which is a member of one of the following recognized signature
guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP);
(ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock
Exchange Medallion Program (SEMP); or (iv) such other guaranty program
acceptable to the Trustee.




                                      A-2-1
<PAGE>   61
                                CONVERSION NOTICE

         To convert this Note into Common Stock of the Company, check
the box: [ ]


         To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or a multiple of $1,000): $__________.

         If you want the stock certificate made out in another person's name,
fill in the form below:


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


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

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

*Signature guaranteed by:
                          ----------------------------------------------------


By:
    ------------------------------




















--------------
* The Signature must be guaranteed by an institution which is a member of
one of the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.

                                     A-2-2
<PAGE>   62

            OPTION OF HOLDER TO ELECT PURCHASE ON FUNDAMENTAL CHANGE

         If you want to elect to have this Note purchased, in whole or in part,
by the Company pursuant to Section 701 of the Supplemental Indenture, check the
following box: [ ]

         If you want to have only part of this Note purchased by the Company
pursuant to Section 701 of the Supplemental Indenture, state the principal
amount you want to be purchased (must be $1,000 or a multiple of $1,000):

$
------------.

*Signature guaranteed by:
                          ----------------------------------------------------


By:
    ------------------------------




















--------------
* The Signature must be guaranteed by an institution which is a member of
one of the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.





                                     A-2-3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.01
<SEQUENCE>5
<FILENAME>g69005ex12-01.txt
<DESCRIPTION>STATEMENT OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>

<PAGE>   1

                                                                   Exhibit 12.01

                       RATIO OF EARNINGS TO FIXED CHARGES

         The ratio of earnings to fixed charges for each of the periods
indicated is as follows:


<TABLE>
<CAPTION>

                                                                                                         Six Months
                                                                                                           Ended
                                                             Fiscal Year Ended August 31,               February 28,
                                                   -------------------------------------------------    ------------
                                                     1996      1997       1998       1999      2000         2001
                                                     ----      ----       ----       ----      ----         ----
<S>                                                   <C>       <C>        <C>        <C>      <C>           <C>
Ratio of Earnings to Fixed Charges............        5.0       12.2       13.7       12.1     13.6          17.8
Ratio of Earnings to Combined Fixed Charges
   and Preferred Stock Dividends..............        5.0       12.2       13.7       12.1     13.6          17.8

</TABLE>


         These computations include Jabil Circuit, Inc. and its consolidated
subsidiaries. For these ratios, "earnings" represents income before taxes plus
fixed charges (excluding capitalized interest) and amortization of previously
capitalized interest. Fixed charges consist of (1) interest on all indebtedness
and amortizations of debt discount and expense, (2) capitalized interest and (3)
an interest factor attributable to rentals.



</TEXT>
</DOCUMENT>
</SUBMISSION>
