<PAGE>   1





   As filed with the Securities and Exchange Commission on December 27, 1996
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------
                             NOBLE AFFILIATES, INC.

             (Exact name of registrant as specified in its charter)
              Delaware                                       73-0785597    
   (State or other jurisdiction of                      (I.R.S. Employer 
   incorporation or organization)                      Identification No.)
                                                 
                              110 West Broadway
                            Ardmore, Oklahoma 73401
                                 (405) 223-4110

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                          --------------------------
                                 ROBERT KELLEY
          Chairman of the Board, President and Chief Executive Officer
                             Noble Affiliates, Inc.
                               110 West Broadway
                            Ardmore, Oklahoma 73401
                                 (405) 223-4110
 (Name, address, including zip code, and telephone number, including area code,
of agent for service)
                          --------------------------
                                   Copies to:
                               ROBERT D. CAMPBELL
                              MICHAEL L. BENGTSON
                            Thompson & Knight, P.C.
                        1700 Pacific Avenue, Suite 3300
                              Dallas, Texas 75201
                                 (214) 969-1700    

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

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after this Registration Statement becomes effective.
   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.  [X]
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]
   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
   If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
============================================================================================================
                                                 PROPOSED MAXIMUM          PROPOSED
  TITLE OF EACH CLASS OF        AMOUNT TO       OFFERING PRICE PER     MAXIMUM AGGREGATE       AMOUNT OF
     SECURITIES TO BE         BE REGISTERED          UNIT (1)         OFFERING PRICE (2)    REGISTRATION FEE
        REGISTERED                                                                                (2)
- ------------------------------------------------------------------------------------------------------------
 <S>                           <C>                     <C>               <C>                    <C>
 Debt Securities (3) . . . .   $575,000,000            100%              $575,000,000           $174,243
- ------------------------------------------------------------------------------------------------------------
 Common Stock, par value
   $3.33 1/3 per share . . .       (4)                  --                     --                 None
- ------------------------------------------------------------------------------------------------------------
</TABLE>


(1)    The proposed maximum initial offering price per unit will be determined,
       from time to time, by the Registrant.
(2)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(o).  In no event will the aggregate initial
       offering price of all securities issued from time to time pursuant to
       this Registration Statement exceed $575,000,000.
(3)    Subject to Footnote (2), there are being registered hereunder an
       indeterminate principal amount of Debt Securities as may be sold from
       time to time by the Registrant.  If any such Debt Securities are issued
       at an original issue discount, then the offering price shall be in such
       greater principal amount as shall result in an aggregate initial
       offering price of up to $575,000,000.
(4)    Such indeterminate number of shares of Common Stock as may be issuable
       without additional consideration upon conversion of Debt Securities, if
       any, registered hereby that upon issuance are convertible into Common
       Stock.
                          --------------------------

                          
   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================

<PAGE>   2

[Form of Prospectus Supplement.  A Prospectus Supplement in definitive form
reflecting the terms of each series of Debt Securities and the terms of each
offer and issuance thereof will accompany the definitive Prospectus in
connection with each such series offered, issued and sold pursuant to this
Registration Statement.]


PROSPECTUS SUPPLEMENT
(To Prospectus dated December 27, 1996)



                                $_______________


                             NOBLE AFFILIATES, INC.


                               [Debt Securities]


       [Description to come.]





                            _______________________

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION  NOR
        HAS  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  STATE
           SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
            OF THIS  PROSPECTUS SUPPLEMENT OR THE  PROSPECTUS.  ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


<TABLE>
<CAPTION>
=================================================================================================================
                                                      PRICE TO             UNDERWRITING              PROCEEDS TO
                                                      PUBLIC(1)             DISCOUNT(2)             COMPANY(1)(3)
 <S>                                             <C>                    <C>     <C>            <C>       <C>
 Per [Debt Security]                                        %                       %                       %
- -----------------------------------------------------------------------------------------------------------------
 Total(4)  . . . . . . . . . . . . . . . . .     $                      $                      $
=================================================================================================================
</TABLE>



(1)    Plus accrued interest[, if any, ]from __________, 199__.
(2)    The Company has agreed to indemnify the Underwriters against certain
       liabilities, including liabilities under the Securities Act of 1933, as
       amended. See "Underwriting."
(3)    Before deducting expenses payable by the Company estimated at $________.
(4)    The Company has granted the Underwriters a 30-day option to purchase up
       to an additional $______ aggregate principal amount of [Debt Securities]
       on the same terms as set forth above to cover over-allotments, if any.
       If such option is exercised in full, the total Price to Public,
       Underwriting Discount and Proceeds to Company will be $______, $______
       and $______, respectively.

       The [Debt Securities] are being offered by the several Underwriters
named herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that delivery of
the [Debt Securities] will be made on or about ____________, 199__.


                                 [UNDERWRITERS]



          The date of this Prospectus Supplement is __________, 199__.

<PAGE>   3
       IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF [IDENTIFY
EACH CLASS OF SECURITIES IN WHICH SUCH TRANSACTIONS MAY BE EFFECTED] AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.



                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

       This Prospectus Supplement and the Prospectus include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").  All statements other than statements
of historical facts included in this Prospectus Supplement, the Prospectus and
the documents incorporated herein by reference, including without limitation,
statements under "The Company -- Business Strategy," "-- Exploration and
Development," "-- Properties -- Reserves" and "-- Hedging Arrangements" in the
Prospectus, regarding the Company's estimates of oil and gas reserves and the
future net cash flows attributable thereto, anticipated capital expenditures,
business strategy, plans and objectives of management of the Company for future
operations and industry conditions, are forward-looking statements.  Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct.  Important factors that could cause actual results
to differ materially from the Company's expectations ("Cautionary Statements")
include without limitation future production levels, future prices and demand
for oil and gas, results of future exploration and development activities,
future operating and development costs, the effect of existing and future laws
and governmental regulations (including those pertaining to the environment) and
the political and economic climate of the United States and the foreign
countries in which the Company operates from time to time, as discussed in this
Prospectus Supplement, the Prospectus and the other documents of the Company
filed with the Securities and Exchange Commission (the "Commission").  All
subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Statements.


                            OIL AND GAS TERMINOLOGY

       Quantities of oil, condensate and natural gas liquids are expressed in
this Prospectus Supplement and the Prospectus in barrels ("bbls"), thousands of
barrels ("Mbbls") or millions of barrels ("MMbbls"), and quantities of natural
gas are expressed in thousands of cubic feet ("Mcf"), millions of cubic feet
("MMcf") or billions of cubic feet ("Bcf"). As used herein, "Mcfe" means
thousands of cubic feet of gas equivalent, "MMcfe" means millions of cubic feet
of gas equivalent and "Bcfe" means billions of cubic feet of gas equivalent;
and "MMBTU" means one million British Thermal Units.  Oil, condensate and
natural gas liquids are converted to gas equivalents using the ratio of six Mcf
of natural gas to one barrel of oil, condensate or natural gas liquids.  A
"gross" acre or well is an acre or well in which a working interest is owned,
and a "net" acre or well is deemed to exist when the sum of fractional
ownership interests in gross acres or wells equals one. "Undeveloped acreage"
means lease acres on which wells have not been drilled or completed to a point
that would permit production of commercial quantities
of oil or gas regardless of whether such acreage contains proved reserves,
including lease acres (held by production under terms of a lease) that are not
within the spacing unit containing, or acreage assigned to, the productive well
so holding the lease.

                            _______________________

       Capitalized terms not otherwise defined herein shall have the meanings
given to them in the Prospectus.






<PAGE>   4


                                    SUMMARY

       This summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements
appearing elsewhere or incorporated by reference in the Prospectus and this
Prospectus Supplement.  Unless otherwise indicated or the context otherwise
requires, the "Company" refers to Noble Affiliates, Inc. and its subsidiaries
(including EDC) and predecessors and "EDC" refers to Energy Development
Corporation and its subsidiaries.

                                  THE COMPANY

GENERAL

       Noble Affiliates, Inc. is an independent energy company engaged, through
its subsidiaries, in the exploration, production and marketing of crude oil and
natural gas.  The Company's reserves are located principally offshore in the
Gulf of Mexico with other significant domestic reserves located onshore in the
gulf coast of Texas and Louisiana, Mid-continent and Rocky Mountain regions and
onshore California.  Its international operations are located primarily in
Argentina, the North Sea, Equatorial Guinea and Canada.  On a pro forma basis,
giving effect to the EDC Acquisition (as hereinafter defined), the Company's
estimated proved reserves as of December 31, 1995 consisted of 1,311.2 Bcf of
gas and 121.5 MMbbls of oil.

       The Company's principal business strategy is to increase reserves,
production and cash flow through a balanced program of exploratory and
development drilling, supplemented by strategic acquisitions.  The Company
focuses its exploration and development drilling efforts in areas where it has
a concentration of existing producing properties in order to achieve operating
and technical efficiencies.  The Company's acquisition strategy is to purchase
large working interests in operated oil and gas properties with exploration and
development opportunities that complement its existing operations and where the
Company can capture operating synergies and efficiencies.  In addition, the
Company seeks to acquire larger working interests in existing properties and to
dispose of non-strategic or economically marginal wells.  During the three-year
period ended December 31, 1995, the Company replaced approximately 273 percent
of its production at an average cost of $0.86 per Mcfe.

       The Company has numerous development and exploration opportunities, the
most important of which are on its extensive Gulf of Mexico properties where
the Company believes it is one of the largest independent operators.  Including
the EDC Acquisition, the Company has eight offshore properties currently under
development on which production is expected to commence in late 1996 or early
1997.  The Company believes that the size and scope of its operations provide
it with certain economies of scale which allow it to more efficiently operate
properties in the Gulf of Mexico and, combined with the Company's long presence
in the Gulf of Mexico, give it an advantage over many other operators in making
drilling and acquisition decisions.

                                EDC ACQUISITION

       Pursuant to its stated business strategy, on July 31, 1996, the Company
purchased all of the outstanding common stock of Energy Development Corporation
("EDC"), a wholly owned indirect subsidiary of Public Service Enterprise Group
(the "EDC Acquisition"), for approximately $768 million in cash.  EDC's major
properties are located domestically in the Gulf of Mexico and onshore Louisiana
and Texas, and internationally in Argentina and the United Kingdom sector of
the North Sea.

       As of December 31, 1995, EDC's estimated proved reserves were
approximately 460.9 Bcf of gas and 37.5 MMbbls of oil, as evaluated by Samedan
Oil Corporation ("Samedan"), a wholly owned subsidiary of the Company.
Approximately 67 percent of such reserves were natural gas and 75 percent of
such reserves were located in the United States. EDC's average daily production
in 1995 and the nine months ended September 30, 1996 are approximately 205 MMcf
and 213 MMcf of gas and 11,000 bbls and 11,650 bbls of oil, respectively.
Approximately 86 percent of such production of EDC for the nine months ended
September 30, 1996 was located in the United States.  As of December 31, 1995,
EDC held 483,344 net domestic undeveloped leasehold acres, and royalty,
overriding royalty and other mineral interests in 37,663 net acres.





                                      S-2

<PAGE>   5



       The Company believes that the EDC Acquisition achieved several of its
strategic objectives.  First, it materially enhanced and leveraged the
Company's significant position in the Gulf of Mexico where the Company's proved
reserves as of December 31, 1995 (pro forma for the EDC Acquisition) increased
by 46 percent to 993.9 Bcfe.  Second, it furthers the Company's goals of owning
large working interests in oil and gas properties and operating such properties
wherever appropriate.  The Company believes that it can capitalize on its
capabilities as a low-cost operator and realize cost savings, particularly in
the Gulf of Mexico, where it already has extensive operations in place.  Third,
the longer-lived reserves of certain of EDC's domestic onshore and
international properties provide an attractive balance to the Company's
shorter-lived fields in the Gulf of Mexico.  Fourth, the acquisition of
international reserves in Argentina and the United Kingdom sector of the North
Sea adds geographic diversity to the Company's portfolio of oil and gas
properties consistent with its traditional risk profile.


                                  THE OFFERING

       [More description to come.]





                                      S-3

<PAGE>   6


                      SUMMARY FINANCIAL AND OPERATING DATA
     (Expressed in thousands, except per share amounts and except as noted)


<TABLE>
<CAPTION>
                                                                                                                  
                                                     Company Historical                            Pro Forma (1)        
                                ---------------------------------------------------------     ----------------------------
                                                                           Nine Months                        
                                                                              Ended               Year        Nine Months   
                                    Year Ended December 31,              September 30,            Ended          Ended
                                ---------------------------------     -------------------     December 31,   September 30,
                                    1993        1994        1995         1995        1996         1995           1996
                                ----------   ---------   --------     ---------   --------    ------------   -------------
                                                                           (unaudited)              (unaudited)
  <S>                           <C>          <C>         <C>         <C>          <C>         <C>              <C>
  Income Statement Data:
    Gas and oil sales and
     royalties  . . . . . . .   $  278,004   $ 306,169   $328,134     $ 234,150   $396,149     $532,184         $539,575 
    Gathering, marketing and                                                                                             
     processing . . . . . . .                   43,921    112,702        71,334    209,796      202,751          278,427 
    Other income  . . . . . .        8,579       8,299     46,182 (2)     3,790      5,282      107,822 (3)        9,356 
                                ----------   ---------   --------     ---------   --------     --------         --------
                                   286,583     358,389    487,018       309,274    611,227      842,757          827,358 
    Costs and expenses  . . .      265,924     353,164    479,020 (4)   298,728    524,534      842,636 (4)      759,446 
                                ----------   ---------   --------     ---------   --------     --------         --------
    Income before taxes . . .       20,659       5,225      7,998        10,546     86,693          121           67,913 
    Income tax provisions . .        8,034       2,059      3,912         4,020     31,849           48           22,867 
                                ----------   ---------   --------     ---------   --------     --------         --------
    Net income  . . . . . . .   $   12,625   $   3,166   $  4,086     $   6,526   $ 54,844     $     73         $ 45,046 
                                ==========   =========   ========     =========   ========     ========         ========
    Primary earnings per                                                                                                 
     share  . . . . . . . . .   $      .26   $     .06   $    .08     $     .13   $   1.09     $    .00         $    .90 
                                ==========   =========   ========     =========   ========     ========         ========
    Fully diluted earnings                                                                                               
     per share (5)  . . . . .   $      .26   $     .06   $    .08     $     .13   $   1.04     $    .00         $    .84 
                                ==========   =========   ========     =========   ========     ========         ========
    Weighted average                                                                                                     
      number of  shares
      outstanding . . . . . .       48,098      49,970     50,046        50,032     50,356

  Other Financial Data:
    Net cash provided by
     operating
     activities . . . . . . .   $  139,381   $ 188,621   $238,920     $ 180,372   $293,664
    Capital expenditures  . .      510,113     161,344    259,242       197,060    944,007

  BALANCE SHEET DATA (AT
  PERIOD END):
    Property, plant and                                                                   
     equipment, net . . . . .   $  794,605   $ 813,380   $843,945     $ 893,434  1,619,732          
                                                                                          
    Total assets  . . . . . .    1,067,996     933,516    989,176     1,006,501  1,916,963
    Long-term debt (including                                                             
     current                                                                               
     installments)  . . . . .      453,760     376,956    376,992       401,983  1,129,019 (6)
    Shareholders' equity  . .      415,432     412,066    411,911       413,439    465,230 (6)

  Operating Data:
    Average daily production:
      Natural gas (MMcf)  . .        211.1       247.6      272.2         268.2      422.3
      Oil and condensate
       (Mbbls)  . . . . . . .         19.5        22.7       25.6          25.3       32.3
      Gas equivalent (MMcfe)         328.1       383.8      425.8         420.0      616.1
    Average sales prices:
      Natural gas (per Mcf)(7)  $     2.10   $    1.97   $   1.72     $    1.62   $   2.03
      Oil and condensate (per
       bbl)(8)  . . . . . . .   $    15.91   $   14.90   $  16.78     $   16.77   $  18.18
    Average lifting cost (per
     Mcfe)  . . . . . . . . .   $      .74   $     .62   $    .70
    Average finding cost
      (per Mcfe) (9)  . . . .   $      .86   $     .77   $    .94
    Reserve replacement
      percentage (10) . . . .          504%        175%       183%

  Gas and Oil Proved Reserve
    Data (at period end)
    (Unaudited):
    Estimated proved
     reserves:
      Natural gas (Bcf) . . .        691.5       779.0      850.3                               1,311.2
      Crude oil and
        condensate (MMbbls) .         73.0        75.5       84.0                                 121.5
      Gas equivalent (Bcfe) .      1,129.5     1,232.0    1,354.3                               2,040.2
</TABLE>

____________
(1)  The summary pro forma financial and operating data give effect to the EDC
     Acquisition and financing thereof, as if they occurred at the beginning of
     the respective periods.  The summary pro forma financial data should be
     read in conjunction with the Consolidated Financial Statements and related
     notes of EDC and the Pro Forma Consolidated Financial Statements and
     related notes incorporated in the Prospectus by reference to the Company's
     Current Report on Form 8-K (Date of Event:  July 31, 1996), as amended,
     and Form 10-Q for the quarter ended September 30, 1996.
(2)  Includes $39 million related to the settlement of a Columbia Gas
     Transmission Corporation bankruptcy claim.
(3)  Includes $74 million ($39 million for the Company and $35 million for EDC)
     related to the settlement of Columbia Gas Transmission Corporation
     bankruptcy claims.
(4)  Includes a $59.5 million charge related to the write-down of certain
     assets in connection with the Company's adoption in 1995 of Financial
     Accounting Standards No. 121.





                                      S-4

<PAGE>   7



(5)  Amounts shown were computed using the "if converted method" assuming the
     $230,000,000 outstanding principal amount of the Company's 4 1/4%
     Convertible Subordinated Notes due 2003 (the "Convertible Notes") were
     converted into Common Stock at the beginning of the period.  The
     Convertible Notes were antidilutive for all periods ending on or before
     December 31, 1995.  See footnote (6) below.
(6)  Subsequent to September 30, 1996, $229,962,000 aggregate principal amount
     of the Convertible Notes were converted into 6,274,474 shares of Common
     Stock, and the Company redeemed the remaining $38,000 principal amount of
     the Convertible Notes using the proceeds from the sale of 1,036 shares of
     Common Stock to a standby underwriter engaged in connection with the
     redemption of the Convertible Notes (the "Conversion").  See "The Company
     -- Conversion of Convertible Notes" in the Prospectus.
(7)  Includes the effect of natural gas hedging transactions.  The amounts
     shown reflect an increase of $.05 per Mcf for the year ended December 31,
     1993, an increase of $.05 per Mcf for the year ended December 31, 1995 and
     a decrease of $.29 per Mcf for the nine months ended September 30, 1996.
     See "The Company--Hedging Arrangements" in the Prospectus.
(8)  Includes the effect of crude oil hedging transactions.  The amounts shown
     reflect an increase of $.04 per bbl for the year ended December 31, 1994,
     an increase of $.28 per bbl for the year ended December 31, 1995, a
     decrease of $1.14 per bbl for the nine months ended September 30, 1995 and
     an increase of $.47 per bbl for the nine months ended September 30, 1996.
     See "The Company--Hedging Arrangements" in the Prospectus. 
(9)  Finding cost reflects the sum of property acquisition costs, exploration
     costs and development costs incurred during a year divided by the quantity
     of reserves added during that year through drilling, acquisitions and
     revision of previous estimates.
(10) The reserve replacement percentage reflects the percentage of the
     Company's annual oil and gas production that is replaced during the same
     year through additions of reserves from exploratory and development
     drilling, acquisitions of proved properties and revisions of previous
     estimates.





                                      S-5

<PAGE>   8
                                USE OF PROCEEDS

         The net proceeds from the sale of the [Debt Securities] are estimated
to be approximately $__________ (after deduction of the underwriting discount
and estimated expenses of the Offering payable by the Company).  Such proceeds
initially will be used by the Company to ____________________.


         [More description to come.]


                   PRICE RANGE OF COMMON STOCK AND DIVIDENDS

         The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "NBL."   The following table sets forth, for the periods
indicated, the high and low sale prices per share of Common Stock on the New
York Stock Exchange and the quarterly dividends per share paid on the Common
Stock.


<TABLE>
<CAPTION>
                                                                  HIGH               LOW            DIVIDEND
                                                                  -----              ---            --------
         <S>    <C>                                             <C>               <C>                <C>
         1994
                First quarter  . . . . . . . . . . . . . .      $ 28 3/4          $ 23 3/8           $ 0.04
                Second quarter . . . . . . . . . . . . . .        32 1/4            22 1/2             0.04
                Third quarter  . . . . . . . . . . . . . .        30 7/8            25 1/4             0.04
                Fourth quarter . . . . . . . . . . . . . .        30 3/8            22 1/2             0.04
         1995
                First quarter  . . . . . . . . . . . . . .      $ 27 1/2          $ 21 1/4           $ 0.04
                Second quarter . . . . . . . . . . . . . .        29                25 1/2             0.04
                Third quarter  . . . . . . . . . . . . . .        29 1/8            23 5/8             0.04
                Fourth quarter . . . . . . . . . . . . . .        30 1/2            22 5/8             0.04
         1996
                First quarter  . . . . . . . . . . . . . .      $ 33 3/8          $ 26 7/8           $ 0.04
                Second quarter . . . . . . . . . . . . . .        38 3/8            32 1/8             0.04
                Third quarter  . . . . . . . . . . . . . .        42 1/2            37 3/8             0.04
                Fourth quarter (through _____________) . .
</TABLE>


         A recent reported last sale price of the Common Stock appears on the
cover page of this Prospectus Supplement.

         While the Company currently intends to continue a policy of paying
modest cash dividends, the declaration and amount of future dividends, if any,
will be dependent upon general business conditions, the financial condition and
needs of the Company, the amount of funds legally available for the payment of
such dividends and various other factors.





                                      S-6

<PAGE>   9
                                 CAPITALIZATION

         The following table sets forth the capitalization of the Company
(including current installments of long-term debt) as of September 30, 1996 (i)
on an actual basis and (ii) as adjusted to give effect to (a) the issuance and
sale of the [Debt Securities] by the Company and the application of the
estimated net proceeds therefrom and (b) the Conversion.  See "Use of Proceeds"
in this Prospectus Supplement and "The Company -- Conversion of Convertible
Notes" in the Prospectus.


<TABLE>
<CAPTION>
                                                                         September 30, 1996
                                                                    ----------------------------
                                                                                         As
                                                                       Actual          Adjusted
                                                                    -----------      -----------
                                                                             (In thousands)
<S>                                                                <C>             <<C>
Long-term debt (including current installments):
   7 1/4% Notes due October 15, 2023  . . . . . . . . . . . . . .   $    99,019      $    99,019
   4 1/4% Convertible Subordinated Notes due November 1, 2003(1)        230,000              ---
   [Debt Securities]  . . . . . . . . . . . . . . . . . . . . . .           ---
   Bank credit agreement  . . . . . . . . . . . . . . . . . . . .       800,000
                                                                    -----------      -----------
       Total long-term debt (including current installments)  . .     1,129,019
                                                                    -----------      -----------
Shareholders' equity:
   Common stock(1)(2)   . . . . . . . . . . . . . . . . . . . . .       173,266          194,184
   Capital in excess of par value   . . . . . . . . . . . . . . .       148,716          354,964
   Retained earnings    . . . . . . . . . . . . . . . . . . . . .       158,666          158,666
   Less common stock in treasury, at cost   . . . . . . . . . . .       (15,418)         (15,418)
                                                                    -----------      -----------
       Total shareholders' equity . . . . . . . . . . . . . . . .       465,230          692,396
                                                                    -----------      -----------
          Total capitalization  . . . . . . . . . . . . . . . . .   $ 1,594,249      $
                                                                    ===========      ===========
- -----------------
</TABLE>


(1)    Subsequent to September 30, 1996, the Company called all the Convertible
       Notes for redemption on November 1, 1996.  Prior to the close of
       business on November 1, 1996, $229,962,000 aggregate principal amount of
       the Convertible Notes were converted into 6,274,474 shares of Common
       Stock.  The Company redeemed the remaining $38,000 principal amount of
       Convertible Notes using the proceeds from the sale of 1,036 shares of
       Common Stock to a standby underwriter engaged in connection with the
       call for redemption.

(2)    Outstanding shares of Common Stock aggregated ____ actual and ____ as
       adjusted.  Such amounts exclude ________ shares of Common Stock reserved
       for issuance under the Company's stock option plans.





                                      S-7

<PAGE>   10
                              RECENT DEVELOPMENTS

         [To be updated as necessary.]





                     CERTAIN TERMS OF THE [DEBT SECURITIES]

         The following description of the particular terms of the [Debt
Securities] offered hereby supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of the
[Debt Securities] set forth in the accompanying Prospectus.

         [More description to come.]





             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

         [More description to come.]





                                      S-8

<PAGE>   11
                                  UNDERWRITING


         [More description to come.]



                       VALIDITY OF THE [DEBT SECURITIES]

         The validity of the [Debt Securities] offered hereby will be passed
upon for the Company by Thompson & Knight, P.C., Dallas, Texas, and for the
Underwriters by ____________________, ____________________.  Harold F.
Kleinman, a shareholder of Thompson & Knight, P.C., is a director of the
Company and is the beneficial owner of 200 shares of Common Stock.





                                      S-9

<PAGE>   12
    Information contained herein is subject to completion or amendment.  A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission.  These securities may not be sold nor may
offers to pay be accepted prior to the time the registration statement becomes
effective.  This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED DECEMBER 27, 1996

PROSPECTUS
                             NOBLE AFFILIATES, INC.

                                DEBT SECURITIES


         Noble Affiliates, Inc. (the "Company") may offer and issue from time
to time its debt securities (the "Debt Securities"), which may be either senior
debt securities (the "Senior Debt Securities") or subordinated debt securities
(the "Subordinated Debt Securities"), consisting of debentures, notes, bonds
and/or other unsecured evidences of indebtedness in one or more series.  The
Debt Securities will be offered at an aggregate initial offering price not to
exceed $575 million, at prices and on terms to be determined at the time of
sale.

         The Senior Debt Securities will rank equally with all other
unsubordinated and unsecured indebtedness of the Company.  The Subordinated
Debt Securities will be subordinated to all existing and future Senior
Indebtedness (as defined) of the Company.  The Debt Securities will be
effectively subordinated to all indebtedness and liabilities of subsidiaries of
the Company.

         The accompanying Prospectus Supplement sets forth with regard to the
particular Debt Securities in respect of which this Prospectus is being
delivered, the title, aggregate principal amount, denominations, maturity, rate
and time of payment of interest, any terms for redemption at the option of the
Company or the holder, any terms for sinking fund payments, any conversion or
exchange rights, any listing on a securities exchange, the initial public
offering price and any other terms in connection with the offering and sale of
such Debt Securities.  The Prospectus Supplement will also contain information,
as applicable, about certain United States Federal income tax considerations
relating to the Debt Securities in respect of which this Prospectus is being
delivered.

         The common stock of the Company, par value $3.33 1/3 per share (the
"Common Stock"), is listed on the New York Stock Exchange under the symbol
"NBL."

         The Company may sell Debt Securities to or through underwriters or
dealers, and also may sell Debt Securities directly to other purchasers or
through agents.  The accompanying Prospectus Supplement sets forth the names of
any underwriters or agents involved in the sale of Debt Securities in respect
of which this Prospectus is being delivered, the principal amounts, if any, to
be purchased by underwriters and the compensation of such underwriters or
agents.  See "Plan of Distribution."

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY 
IS A CRIMINAL OFFENSE. 

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

         This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.

               The date of this Prospectus is December 27, 1996.

<PAGE>   13
         IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF ANY DEBT
SECURITIES OFFERED HEREBY AND THE COMMON STOCK OF THE COMPANY AT LEVELS ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.  SUCH TRANSACTIONS MAY
BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE.  SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.


                             AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street N.W., Room 1024, Washington, D.C. 20549, and
at the Commission's regional offices at Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and Seven World Trade
Center, New York, New York 10048.  Copies of such material can also be obtained
from the Commission at prescribed rates through its Public Reference Section at
450 Fifth Street N.W., Room 1024, Washington, D.C. 20549.  In addition, similar
information concerning the Company can be inspected and copied at the New York
Stock Exchange, 20 Broad Street, New York, NY 10005.

         The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933 (the "Securities Act") with respect
to the Debt Securities offered hereby (including all amendments or supplements
thereto, the "Registration Statement").  This Prospectus, which forms a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission.  Statements
contained herein concerning the provisions of certain documents are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission.  Each such statement is qualified in its entirety by
such reference.

<PAGE>   14
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Company with the Commission (File
No. 0-7062) pursuant to the Exchange Act are incorporated herein by reference:
(i) Annual Report on Form 10-K for the year ended December 31, 1995, as amended
by Form 10-K/A (No. 1) dated June 27, 1996; (ii) Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;
and (iii) Current Report on Form 8-K (Date of Event: July 31, 1996) dated
August 13, 1996, as amended by Form 8-K/A (No. 1) dated September 27, 1996.
All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities shall be deemed
to be incorporated by reference in this Prospectus from the date of filing
thereof.

         Any statement contained herein or in a document or information
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

         The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the foregoing documents or information that has been
incorporated by reference in this Prospectus, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents).  Requests should be directed to William D. Dickson, Vice
President - Finance and Treasurer, Noble Affiliates, Inc., P.O. Box 1967,
Ardmore, Oklahoma  73402, (405) 223-4110.





                                       3

<PAGE>   15
                                  THE COMPANY

GENERAL

         The Company is an independent energy company engaged, through its
subsidiaries, in the exploration, production and marketing of crude oil and
natural gas.  It conducts operations throughout the major basins of the United
States as well as in selected international areas.  The Company is one of the
largest independent oil and gas companies in the United States.

         The Company, incorporated in Delaware in 1969, and its predecessors
have been engaged in oil and gas exploration and production since 1932.  Its
principal executive offices are located at 110 West Broadway, Ardmore, Oklahoma
73401, and its telephone number is (405) 223-4110.  Unless otherwise indicated
or the context otherwise requires, the "Company" refers to Noble Affiliates,
Inc. and its subsidiaries (including EDC) and predecessors and "EDC" refers to
Energy Development Corporation and its subsidiaries (see "-- Business Strategy
- -- EDC Acquisition").

BUSINESS STRATEGY

         The Company's principal business strategy is to increase reserves,
production and cash flow through a balanced program of exploratory and
development drilling, supplemented by strategic acquisitions.  During the
three-year period ended December 31, 1995, the Company replaced approximately
273 percent of its production at an average cost of $0.86 per Mcfe.  From
January 1, 1993 through December 31, 1995, the Company (not including EDC)
increased its proved reserves from 372.2 Bcf of gas and 47.4 MMbbls of oil to
850.3 Bcf of gas and 84.0 MMbbls of oil.  Additionally, the Company (not
including EDC) increased its production from 75.1 Bcf of gas and 7.4 MMbbls of
oil in 1993 to 97.0 Bcf of gas and 9.6 MMbbls of oil in 1995.

         The Company seeks to achieve operating and technical efficiencies by
focusing its exploration and development drilling efforts in areas in which the
Company has a concentration of existing producing properties, the most
important of which is its portfolio of properties in the Gulf of Mexico.  The
Company seeks to retain the largest available interest consistent with its
analysis of the risks and potential returns of a prospect and to serve as
operator whenever appropriate.  Typically, the Company finances its exploration
and development drilling with internally generated funds.

         The Company seeks to supplement its exploration and development
drilling activities with acquisitions of producing and non-producing
properties.  The Company attempts to acquire properties that complement its
existing operations, thereby allowing the Company to use its engineering
knowledge and expertise in the area, and in many cases its existing facilities,
to find, develop and produce reserves in a cost-effective manner.  In addition,
the Company actively seeks to increase its average working interest per well by
purchasing additional interests in existing properties and divesting non-
strategic or economically marginal wells or wells in which it has a small
interest.

  EDC Acquisition

         Pursuant to its stated business strategy, on July 31, 1996, the
Company purchased all of the outstanding common stock of Energy Development
Corporation, a wholly owned indirect subsidiary of Public Service Enterprise
Group Incorporated (the "EDC Acquisition"), for approximately $768 million in
cash.  EDC's major properties are located domestically in the Gulf of Mexico
and onshore Louisiana and Texas, and internationally in Argentina and the
United Kingdom sector of the North Sea.

         As of December 31, 1995, EDC's estimated proved reserves were
approximately 460.9 Bcf of gas and 37.5 MMbbls of oil, as evaluated by Samedan
Oil Corporation ("Samedan"), a wholly owned subsidiary of the Company.
Approximately 67 percent of such reserves were natural gas and 75 percent of
such reserves were located in the United States.  EDC's average daily
production in 1995 and the nine months ended September 30, 1996 was
approximately 205 MMcf and 213 MMcf of gas and 11,000 bbls and 11,650 bbls of
oil, respectively.





                                       4

<PAGE>   16
Approximately 86 percent of such production of EDC for the nine months ended
September 30, 1996 was located in the United States.  As of December 31, 1995,
EDC held 483,344 net domestic undeveloped leasehold acres, and royalty,
overriding royalty and other mineral interests in 37,663 net acres.

         On a pro forma basis giving effect to the EDC Acquisition, as of
December 31, 1995, the Company's estimated proved reserves were approximately
2,040.2 Bcfe.  Natural gas accounted for approximately 64 percent of such
proved reserves.  Approximately 86 percent of such proved reserves were located
in the United States, most notably in the Gulf of Mexico, with the balance
located in Argentina, the North Sea, Equatorial Guinea and Canada.  The
Company's average daily production in 1995 and the nine months ended September
30, 1996, pro forma for the EDC Acquisition, was approximately 696.9 MMcfe and
836.7 MMcfe, respectively.  Approximately 91 percent of such production for the
nine months ended September 30, 1996 was located in the United States.

         The Company believes that the EDC Acquisition achieved several of its
strategic objectives.  First, it materially enhanced and leveraged the
Company's significant position in the Gulf of Mexico where the Company's proved
reserves as of December 31, 1995 (pro forma for the EDC Acquisition) increased
46 percent to approximately 993.9 Bcfe.  Second, it furthers the Company's
goals of owning large working interests in oil and gas properties and operating
such properties whenever appropriate.  The Company believes that it can
capitalize on its capabilities as a low-cost operator and realize cost savings,
particularly in the Gulf of Mexico, where it already has extensive operations
in place.  Third, the longer-lived reserves of certain of EDC's domestic
onshore and international properties provide an attractive balance to the
Company's shorter-lived fields in the Gulf of Mexico.  Fourth, the acquisition
of international reserves in Argentina and the United Kingdom sector of the
North Sea adds geographic diversity to the Company's portfolio of oil and gas
properties consistent with its traditional risk profile.

         In connection with the EDC Acquisition, the Company entered into a new
$800 million bank credit facility pursuant to a credit agreement (the "Credit
Agreement") dated as of July 31, 1996.  Borrowings of $800 million under the
Credit Agreement were used to fund the purchase price for EDC and, together
with funds on hand, to repay $48 million of outstanding indebtedness under the
Company's then existing bank credit agreement, which was cancelled in
connection with the repayment thereunder.  The Credit Agreement generally
permits the Company to prepay at its option, in whole or in part and without
premium or penalty, the indebtedness under the Credit Agreement.  The Company
therefore has the ability to consider the refinancing of part or all of the
indebtedness outstanding under the Credit Agreement from time to time in the
public or private financial markets on such terms as it considers satisfactory.

EXPLORATION AND DEVELOPMENT

         The Company has numerous drilling and development opportunities
throughout its portfolio, the most important of which are on its extensive Gulf
of Mexico properties.  The Company's capital expenditures in the nine months
ended September 30, 1996 for exploration and development drilling, not
including any such drilling associated with properties acquired through the EDC
Acquisition, were approximately $202.4 million, of which approximately 72
percent was spent in the Gulf of Mexico.  The Company currently estimates that
its capital expenditures for exploration and development drilling for the last
three months of 1996, including any such drilling associated with properties
acquired through the EDC Acquisition, will be approximately $54 million, of
which approximately 70 percent is scheduled to be spent in the Gulf of Mexico.

PROPERTIES

  Reserves

         The following table sets forth information as to estimated net proved
and proved developed reserves as of December 31, 1995 for (i) the Company, (ii)
EDC and (iii) the Company on a pro forma combined basis, assuming the EDC
Acquisition occurred on December 31, 1995.  For additional information about
the Company's reserves and the standardized measure of discounted future net
cash flows attributable thereto (not including EDC), see Note 10 of the Notes
to Consolidated Financial Statements incorporated in this Prospectus by
reference to the Company's Form 10-K for the year ended December 31, 1995, as
amended.





                                       5

<PAGE>   17
                       TOTAL PROVED AND PROVED DEVELOPED
                        RESERVES AS OF DECEMBER 31, 1995


<TABLE>
<CAPTION>
                                                       COMPANY               EDC (1)         PRO FORMA COMBINED
                                                -------------------  ---------------------  --------------------
   
                                                  GAS        OIL        GAS        OIL         GAS        OIL
                                                 (BCF)    (MMBBLS)     (BCF)     (MMBBLS)    (BCF)      (MMBBLS)
                                                 -----    --------     -----     --------    -------    --------
          <S>                                    <C>          <C>       <C>         <C>      <C>          <C>
          Total Proved Reserves:
             Domestic:
                Offshore Gulf of Mexico . .      513.3        27.9      241.2       12.0       754.5       39.9
                Onshore . . . . . . . . . .      305.0        43.0      171.8        4.7       476.8       47.7
                                                 -----        ----      -----       ----     -------      -----
                                                 818.3        70.9      413.0       16.7     1,231.3       87.6
             International  . . . . . . . .       32.0        13.1       47.9       20.8        79.9       33.9
                                                 -----        ----      -----       ----     -------      -----
                                                 850.3        84.0      460.9       37.5     1,311.2      121.5
                                                 =====        ====      =====       ====     =======      =====
                                                                                                          
          Total Proved Developed Reserves .      782.8        79.0      409.8       29.0     1,192.6      108.0
                                                 =====        ====      =====       ====     =======      =====
- --------------------
</TABLE>

(1)      In connection with the EDC Acquisition, Samedan's in-house engineers
         prepared estimates of the proved reserves of EDC based on geological
         and engineering evaluations as of December 31, 1995.  Prior to closing
         of the EDC Acquisition, Miller and Lents, Ltd., independent petroleum
         consultants, estimated the proved reserves of EDC as of July 1, 1996.
         A summary of such estimates, together with a summary of the estimates
         of EDC's proved reserves prepared by Samedan as of July 31, 1996 (the
         closing date of the EDC Acquisition), is set forth in the Company's
         Form 8-K (Date of Event: July 31, 1996), as amended, which is
         incorporated by reference in this Prospectus.  After taking into
         account adjustments for EDC's production and exploration and
         development activities during 1996, there are no material differences
         in the aggregate among such estimate of proved reserves prepared by
         Miller and Lents, Ltd. and the estimates of proved reserves prepared
         by Samedan as of December 31, 1995 and July 31, 1996.

         Samedan's in-house engineers annually estimate the Company's proved
reserves, and Samedan does not employ independent engineers to prepare, review
or audit such estimates.

         Because of the direct relationship between quantities of proved
undeveloped reserves and development plans, Samedan has assigned to undeveloped
locations only those reserves that will definitely be drilled, and only those
reserves assigned to the undeveloped portions of secondary or tertiary projects
that will definitely be developed have been included in proved reserves and
proved undeveloped reserves.  The Company has interests in certain tracts that
may have additional hydrocarbon quantities that were not classified at the time
of the estimate as proved reserves because Samedan did not have definitive
plans at such time to drill or develop these tracts, but which tracts may be
reclassified as proved reserves in the future as a result of the Company's
exploration and development programs.  Under the regulations of the Commission,
a company may classify reserves as proved undeveloped reserves, assuming they
otherwise meet the Commission's criteria for proved reserves, without regard to
whether such company has definitive plans to drill or develop such reserves.

         There are numerous uncertainties inherent in estimating quantities of
proved oil and gas reserves and in projecting the future rates of production
and timing of development expenditures.  Oil and gas reserve engineering is a
subjective process of estimating underground accumulations of oil and gas that
cannot be precisely measured, and estimates of other engineers might differ
materially from the estimates contained or incorporated by reference in this
Prospectus.  The accuracy of any reserve estimate is a function of the quality
of available data and of engineering and geological interpretation and
judgment.  Results of drilling, testing and production subsequent to the date
of the estimate may justify revision of such estimate.  Accordingly, reserve
estimates are often different from the quantities of oil and gas that are
ultimately recovered.  In addition, estimates of the standardized measure of
discounted future net cash flows attributable to the Company's proved reserves
are based on certain assumptions regarding future oil and gas prices,
production levels, and operating and development costs that may not prove to be
correct.  Any significant variance in these assumptions could materially affect
the estimated quantities of proved reserves and future net cash flows therefrom
contained or incorporated by reference in this Prospectus.

         The Company periodically estimates restoration and abandonment costs
relating to its oil and gas properties that will be required to be paid at the
end of the properties' productive lives.  The estimated costs, as adjusted from





                                       6

<PAGE>   18
time to time, are recorded by charges to depreciation, depletion and
amortization expense in the Company's financial statements.  The estimated
restoration and abandonment costs are also included in estimated future
production and development costs for purposes of estimating the future net cash
flows attributable to the Company's proved reserves.

CONVERSION OF CONVERTIBLE NOTES

         In October 1996, the Company called for redemption all $230,000,000
outstanding principal amount of its 4 1/4% Convertible Subordinated Notes due
2003 (the "Convertible Notes").  Prior to the close of business on November 1,
1996, an aggregate of $229,962,000 principal amount of the Convertible Notes
were converted into 6,274,000 shares of Common Stock, at the stated conversion
price of $36.65 of principal amount of Convertible Notes per share of Common
Stock.  The Company redeemed the remaining $38,000 outstanding principal amount
of the Convertible Notes using the proceeds of the sale of 1,036 shares of
Common Stock to a standby underwriter engaged in connection with the
redemption.

HEDGING ARRANGEMENTS

         The Company, from time to time, uses various hedging arrangements in
connection with anticipated crude oil and natural gas sales of its own
production and third party production purchased and sold by its natural gas
marketing subsidiary to minimize the impact of product price fluctuations.  
Such arrangements include fixed price hedges, costless collars and other 
contractual arrangements.  Although these hedging arrangements expose the 
Company to credit risks, the Company monitors the creditworthiness of its 
counterparties, which generally are major institutions, and believes that 
losses from nonperformance are unlikely to occur.  A discussion of the 
historical effect of such hedging arrangements and of the Company's hedging 
arrangements in respect of future anticipated production is included in the 
Company's annual report on Form 10-K and quarterly reports on Form 10-Q 
incorporated by reference in this Prospectus.



                                USE OF PROCEEDS

         Except as otherwise described in the accompanying Prospectus
Supplement, the net proceeds from the sale of Debt Securities will be used for
general corporate purposes, which may include refinancings of indebtedness,
working capital, capital expenditures, acquisitions, and repurchases and
redemptions of securities.





                                       7

<PAGE>   19
                           SELECTED FINANCIAL DATA

         The following table sets forth certain consolidated (i) historical
financial data of the Company for each of the three years in the period ended
December 31, 1995 and for the nine months ended September 30, 1995 and 1996 and
(ii) pro forma financial data of the Company that give effect to the EDC
Acquisition and the financing thereof which occurred on July 31, 1996.
Financial statement data for the historical interim periods are unaudited but,
in the opinion of management, include all adjustments (which include only
normal recurring accruals) necessary for a fair presentation of the
information.  Pro forma financial data also are unaudited.  The results of
operations for interim periods are not necessarily indicative of results for
the entire year.  The table should be read in conjunction with (i) the
Consolidated Financial Statements and related notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
incorporated in this Prospectus by reference to the Company's Form 10-K for the
year ended December 31, 1995, as amended, and Form 10-Q for the quarter ended
September 30, 1996 and (ii) the Consolidated Financial Statements and related
notes thereto of EDC and the Pro Forma Consolidated Condensed Financial
Statements and related notes thereto incorporated in this Prospectus by
reference to the Company's Form 8-K (Date of Event: July 31, 1996), as amended.

<TABLE>
<CAPTION>
                                                             COMPANY HISTORICAL                            PRO FORMA (1)     
                                          -----------------------------------------------------------  --------------------------
                                                                                                                         NINE
                                                                                 NINE MONTHS                            MONTHS 
                                                                                     ENDED               YEAR ENDED      ENDED
                                               YEAR ENDED DECEMBER 31,            SEPTEMBER 30,           DECEMBER     SEPTEMBER  
                                          -------------------------------     -----------------------        31,           30,   
                                             1993       1994       1995          1995         1996          1995          1996    
                                          ----------  --------   --------     ----------   ----------    -----------    --------- 
                                                                                     (unaudited)                (unaudited)
                                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 <S>                                       <C>        <C>        <C>          <C>          <C>           <C>             <C>
 INCOME STATEMENT DATA:
 Revenues:
   Gas and oil sales and royalties   . .  $  278,004  $306,169   $328,134     $  234,150   $  396,149    $  532,184      $539,575 
   Gathering, marketing and processing           ---    43,921    112,702         71,334      209,796       202,751       278,427 
   Other income  . . . . . . . . . . . .       8,579     8,299     46,182(2)       3,790        5,282       107,822(3)      9,356 
                                          ----------  --------   --------     ----------   ----------    ----------      -------- 
       Total  . . . . . . . . . . . . . .    286,583   358,389    487,018        309,274      611,227       842,757       827,358 
                                          ----------  --------   --------     ----------   ----------    ----------      -------- 
 Costs and expenses:                                                                                                               
   Oil and gas operations  . . . . . . .      75,110    74,661     81,735         61,775       83,595        90,165       118,116 
   Oil and gas exploration   . . . . . .      36,473    54,321     33,246         19,701       38,797       110,058        61,920 
   Gathering, marketing and processing .         ---    42,758    107,867         69,402      193,687       193,472       258,204 
   Depreciation, depletion and                                                                                                     
     amortization  . . . . . . . . . . .     107,215   127,470    200,914(4)     106,667      153,668       335,563(4)    233,608   
   Selling, general and administrative        31,784    36,408     36,514         27,264       32,671        49,908        37,175   
   Interest, net of amount capitalized        15,342    17,546     18,744         13,919       22,116        63,470        50,423 
                                          ----------  --------   --------     ----------   ----------    ----------      -------- 
      Total  . . . . . . . . . . . . . .     265,924   353,164    479,020        298,728      524,534       842,636       759,446
                                          ----------  --------   --------     ----------   ----------    ----------      -------- 
 Income before taxes . . . . . . . . . .      20,659     5,225      7,998         10,546       86,693           121        67,913 
 Income tax provision  . . . . . . . . .       8,034     2,059      3,912          4,020       31,849            48        22,867 
                                          ----------  --------   --------     ----------   ----------    ----------      -------- 
 Net income  . . . . . . . . . . . . . .  $   12,625  $  3,166   $  4,086     $    6,526   $   54,844           $73      $ 45,046 
                                          ==========  ========   ========     ==========   ==========    ==========      ======== 
 Primary earnings per share  . . . . . .  $      .26  $    .06   $    .08     $      .13   $     1.09    $      .00      $    .90 
                                          ==========  ========   ========     ==========   ==========    ==========      ======== 
 Fully diluted earnings per share (5)  .  $      .26  $    .06   $    .08     $      .13   $     1.04    $      .00      $    .84 
                                          ==========  ========   ========     ==========   ==========    ==========      ======== 
 Cash dividends paid . . . . . . . . . .  $      .16  $    .16   $    .16     $      .12   $      .12    $      .16      $    .12 
                                          ==========  ========   ========     ==========   ==========    ==========      ======== 
                                                                               
 OTHER FINANCIAL DATA:                                                         
 Net cash provided by operating           $  139,381  $188,621   $238,920     $  180,372   $  293,664
   activities  . . . . . . . . . . . . .                                       
 Capital expenditures  . . . . . . . . .     510,113   161,344    259,242        197,060      944,007
 BALANCE SHEET DATA (AT PERIOD END):                                           
 Property, plant and equipment, net  . .  $  794,605  $813,380   $843,945     $  893,434   $1,619,732
 Total assets  . . . . . . . . . . . . .   1,067,996   933,516    989,176      1,006,501    1,916,963
                                                                                      
 Long-term debt (including current           453,760   376,956    376,992        401,983    1,129,019(6)
   installments) . . . . . . . . . . . .                                    
                                                                            
 Shareholders' equity  . . . . . . . . .     415,432   412,066    411,911        413,439      465,230(6)
</TABLE>

_________________
(1)     The pro forma financial data assume the EDC Acquisition and the
        financing thereof occurred at the beginning of the respective periods.
(2)     Includes $39 million related to the settlement of a Columbia Gas
        Transmission Corporation bankruptcy claim.
(3)     Includes $74 million ($39 million for the Company and $35 million for
        EDC) related to the settlement of Columbia Gas Transmission Corporation
        bankruptcy claims.




                                      8


<PAGE>   20

(4)     Includes a $59.5 million charge related to the write-down of certain
        assets in connection with the Company's adoption in 1995 of Financial
        Accounting Standards No. 121.
(5)     Amounts shown were computed using the "if converted method" assuming
        the Convertible Notes were converted into Common Stock at the beginning
        of the period.  The Notes were antidilutive for all periods ending on
        or before December 31, 1995.  See footnote (6) below.
(6)     Subsequent to September 30, 1996, $229,962,000 aggregate principal
        amount of the Convertible Notes were converted into 6,274,474 shares of
        Common Stock, and the Company redeemed the remaining $38,000 principal
        amount of the Convertible Note using the proceeds from the sale of
        1,036 shares of Common Stock to a standby underwriter engaged in
        connection with the redemption of the Convertible Notes.  See "The
        Company -- Conversion of Convertible Notes."





                                       9

<PAGE>   21
                         DESCRIPTION OF DEBT SECURITIES

        The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement may
relate.  The particular terms of each series of Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Debt Securities so offered will be described in the Prospectus
Supplement relating to such series of Debt Securities.

        Debt Securities may be issued from time to time in one or more series
by the Company.  The Debt Securities will constitute indebtedness designated as
either Senior Debt Securities or Subordinated Debt Securities.  The Senior Debt
Securities will be issued under an indenture (the "Senior Indenture") to be
entered into between the Company and a trustee (the "Senior Trustee") prior to
the issuance of such Senior Debt Securities.  The Subordinated Debt Securities
will be issued under an indenture (the "Subordinated Indenture") to be entered
into between the Company and a trustee (the "Subordinated Trustee") prior to
the issuance of such Subordinated Debt Securities.  The Senior Indenture and
the Subordinated Indenture are sometimes hereinafter referred to individually
as an "Indenture" and collectively as the "Indentures."  The Senior Trustee and
the Subordinated Trustee are sometimes hereinafter referred to individually as
a "Trustee" and collectively as the "Trustees."  Information regarding the
Trustee under an Indenture will be included in any Prospectus Supplement
relating to the Debt Securities issued thereunder.

        The following discussion includes a summary description of all material
terms of the Indentures, other than terms which are specific to a particular
series of Debt Securities and which will be described in the Prospectus
Supplement relating to such series.  The following summaries do not purport to
be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Indentures, including the definitions
therein of certain terms capitalized in this Prospectus.  Wherever particular
Sections or Articles or defined terms of the Indentures are referred to herein
or in a Prospectus Supplement, such Sections, Articles or defined terms are
incorporated herein or therein by reference.  The term "Company" in this
section of the Prospectus means Noble Affiliates, Inc.

        Other than as set forth under "Provisions Applicable to the Senior
Indenture -- Certain Covenants of the Company," and only to the extent
applicable to the Senior Debt Securities of a particular series, as indicated
by the applicable Prospectus Supplement, the Indentures do not contain any
provisions which are intended to afford Holders of the Debt Securities
protection in the event of a highly leveraged or other transaction involving
the Company or in the event of a material adverse change in the Company's
financial condition or results of operations.

GENERAL PROVISIONS APPLICABLE TO BOTH INDENTURES

        The Indentures do not limit the aggregate amount of Debt Securities
which may be issued thereunder, and Debt Securities may be issued thereunder
from time to time in separate series up to the aggregate amount authorized by
the Company for each such series.  Debt Securities of a series may be issued in
registered form without coupons ("Registered Debt Securities"), in bearer form
with or without coupons attached ("Bearer Debt Securities") or in a form of one
or more Global Securities in registered or bearer form (each, a "Global
Security").  Bearer Debt Securities, if any, will be offered only to non-United
States persons and to offices located outside of the United States of certain
United States financial institutions.  The Debt Securities will be unsecured
obligations of the Company.  The Senior Debt Securities will be unsubordinated
obligations of the Company and will rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company.  The Subordinated Debt
Securities will be subordinated in right of payment to the prior payment in
full of the Senior Indebtedness (as defined) of the Company, as described below
under "Provisions Applicable to the Subordinated Indenture -- Subordination"
and in a Prospectus Supplement applicable to an offering of Subordinated Debt
Securities.

        Since the Company is a holding company, its rights and the rights of
its creditors, including the holders of the Debt Securities, to participate in
the distribution of the assets of the subsidiaries of the Company upon any
liquidation or reorganization of any such subsidiary, or otherwise, will be
subject to the prior claims of creditors of such subsidiaries, except to the
extent that the Company may itself be a creditor with recognized claims against
any such subsidiary.  The ability of the Company to pay principal of and
interest on the Debt Securities is, to a large extent, dependent upon the
payment to it of dividends, interest or other charges by the subsidiaries of
the Company.





                                       10

<PAGE>   22
        The applicable Prospectus Supplement will describe the following terms
of the series of Debt Securities in respect of which this Prospectus is being
delivered: (1) the title of such Debt Securities; (2) any limit on the
aggregate principal amount of such Debt Securities; (3) whether such Debt
Securities will be issued as Registered Debt Securities, Bearer Debt Securities
or any combination thereof, and any limitation on issuance of such Bearer Debt
Securities and any provisions regarding the transfer or exchange of such Bearer
Debt Securities, including exchange for Registered Debt Securities of the same
series; (4) whether any of such Debt Securities are to be issuable as a Global
Security, whether such Global Securities are to be issued in temporary global
form or permanent global form, and, if so, the terms and conditions, if any,
upon which interests in such Global Securities may be exchanged, in whole or in
part, for the individual Debt Securities represented thereby; (5) the person to
whom any interest on any Debt Security of the series shall be payable if other
than the person in whose name the Debt Security is registered on the Regular
Record Date; (6) the date or dates on which such Debt Securities will mature;
(7) the rate or rates of interest, if any, or the method of calculation
thereof, which such Debt Securities will bear; (8) the date or dates from which
any such interest will accrue, the Interest Payment Dates on which any such
interest on such Debt Securities will be payable and the Regular Record Dates
for any interest payable on any Interest Payment Date; (9) the place or places
where the principal of, premium, if any, and interest on such Debt Securities
will be payable; (10) the period or periods within which, the events upon the
occurrence of which, and the price and prices at which, such Debt Securities
may, pursuant to any optional or mandatory provisions, be redeemed or
purchased, in whole or in part, by the Company and any terms and conditions
relevant thereto; (11) the obligation of the Company, if any, to redeem or
repurchase such Debt Securities at the option of the Holders thereof; (12) the
denominations in which any such Debt Securities will be issuable, if other than
denominations of $1,000 and any integral multiple thereof; (13) the currency,
currencies or currency unit or units of payment of principal of and any premium
and interest on such Debt Securities if other than U.S. dollars; (14) any index
or formula used to determine the amount of payments of principal of and any
premium and interest on such Debt Securities; (15) if the principal amount of
or any premium or interest on such Debt Securities is to be payable, at the
election of the Company or a Holder thereof, in one or more currencies or
currency units other than that or those in which such securities are stated to
be payable, the currency, currencies or currency units in which payment of the
principal of and any premium and interest on Debt Securities of such series as
to which such election is made shall be payable, and the periods within which
and the terms and conditions upon which such election is to be made; (16) the
place or places where such Debt Securities may be presented for exchange,
registration of transfer or, if applicable, conversion; (17) if other than the
principal amount thereof, the portion the principal amount of such Debt
Securities of the series which will be payable upon declaration of the
acceleration of the Maturity thereof; (18) with respect to any Senior Debt
Securities, the applicability of any provisions described under "Provisions of
the Senior Indenture -- Certain Covenants of the Company"; (19) the
applicability of any provisions described under "Defeasance"; (20) the terms
and conditions, if any, pursuant to which such Debt Securities are convertible
or exchangeable into Common Stock or other securities or instruments and (21)
any other terms of such Debt Securities not inconsistent with the provisions of
the applicable Indenture.

        Debt Securities may be issued at a discount from their principal
amount.  United States Federal income tax considerations and other special
considerations applicable to any such Original Issue Discount Securities will
be described in the applicable Prospectus Supplement.

        If the purchase price of any Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal amount of and any premium and interest on any series of Debt
Securities is payable in a foreign currency or currencies or a foreign currency
unit or units, the restrictions, elections, general tax considerations,
specific terms and other information with respect to such issue of Debt
Securities and such a foreign currency or currencies or a foreign currency unit
or units will be set forth in the applicable Prospectus Supplement.

        Form, Exchange, Registration, Conversion and Transfer

        Debt Securities are issuable in definitive form as Registered Debt
Securities, as Bearer Debt Securities or both.  Unless otherwise indicated in
an applicable Prospectus Supplement, Bearer Debt Securities will have interest
coupons attached.  Debt Securities are also issuable in temporary or permanent
global form.

        Registered Debt Securities of any series will be exchangeable for other
Registered Debt Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations.  In addition, with





                                       11

<PAGE>   23
respect to any series of Bearer Debt Securities, at the option of the holder,
subject to the terms of the Indenture, such Bearer Debt Securities (with all
unmatured coupons, except as provided below, and all matured coupons in
default) will be exchangeable into Registered Debt Securities of the same
series of any authorized denominations and of a like aggregate principal amount
and tenor.  Bearer Debt Securities surrendered in exchange for Registered Debt
Securities between a Regular Record Date or a Special Record Date and the
relevant date for payment of interest shall be surrendered without the coupon
relating to such date for payment of interest, and interest accrued as of such
date will not be payable in respect of the Registered Debt Security issued in
exchange for such Bearer Debt Security, but will be payable only to the holder
of such coupon when due in accordance with the terms of the Indenture.

        In connection with its sale during the restricted period (as defined
below), no Bearer Debt Security (including a Debt Security in permanent global
form that is either a Bearer Debt Security or exchangeable for Bearer Debt
Securities) shall be mailed or otherwise delivered to any location in the
United States (as defined under "-- Limitations on Issuance of Bearer Debt
Securities") and a Bearer Debt Security may be delivered outside the United
States in definitive form in connection with its original issuance only if
prior to delivery the person entitled to receive such Bearer Debt Security
furnishes written certification, in the form required by the Indenture, to the
effect that such Bearer Debt Security is owned by: (a) a person (purchasing for
its own account) who is not a United States person (as defined under "--
Limitations on Issuance of Bearer Debt Securities"); (b) a United States person
who (i) is a foreign branch of a United States financial institution purchasing
for its own account or for resale or (ii) acquired such Bearer Debt Security
through the foreign branch of a United States financial institution and who for
purposes of the certification holds such Bearer Debt Security through such
financial institution on the date of certification and, in either case, such
United States financial institution certifies to the Company or the distributor
selling the Bearer Debt Security within a reasonable time stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations thereunder; or (c) a United States or foreign financial
institution for purposes of resale within the "restricted period" as defined in
United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7).  A financial
institution described in clause (c) of the preceding sentence (whether or not
also described in clauses (a) and (b)) must certify that it has not acquired
the Bearer Debt Security for purpose of resale, directly or indirectly, to a
United States person or to a person within the United States or its
possessions.  In the case of a Bearer Debt Security in permanent global form,
such certification must be given in connection with notation of a beneficial
owner's interest therein in connection with the original issuance of such Debt
Security or upon exchange of a portion of a temporary global Debt Security.

        Debt Securities may be presented for exchange as provided above, and
Registered Debt Securities may be presented for registration or transfer (with
the form of transfer endorsed thereon duly executed), at the office or agency
of the Company maintained for such purposes and at any other office or agency
maintained for such purpose with respect to any series of Debt Securities and
referred to in the applicable Prospectus Supplement, without a service charge
and upon payment of any taxes and other governmental charges as described in
the Indenture.  Such transfer or exchange will be effected upon the Company or
its agent, as the case may be, being satisfied with the documents of title and
identity of the person making the request.

        In the event of any redemption in part, the Company shall not be
required to (i) issue, register the transfer of or exchange Debt Securities of
any series during a period beginning at the opening of business 15 days prior
to the selection of Debt Securities of that series for redemption and ending on
the close of business on (a) if Debt Securities of the series are issued only
as Registered Debt Securities, the day of mailing of the relevant notice of
redemption and (b) if Debt Securities of the series are issued as Bearer Debt
Securities, the day of the first publication of the relevant notice of
redemption except that, if Securities of the series are also issued as
Registered Debt Securities and there is no publication, the day of mailing of
the relevant notice of redemption; (ii) register the transfer of or exchange
any Registered Debt Security, or portion thereof, called for redemption, except
the unredeemed portion of any Registered Debt Security being redeemed in part;
or (iii) exchange any Bearer Debt Security called for redemption, except to
exchange such Bearer Debt Security for a Registered Debt Security of that
series and like tenor which is simultaneously surrendered for redemption.





                                       12

<PAGE>   24
        Payment and Paying Agents

        Unless otherwise indicated in the applicable Prospectus Supplement,
payment of principal of (and any premium) and interest on Bearer Debt
Securities will be payable, subject to any applicable laws and regulations, in
the designated currency or currency unit, at the offices of such Paying Agents
("Paying Agents") outside the United States as the Company may designate from
time to time, at the option of the holder, by check or by transfer to an
account maintained by the payee with a bank located outside the United States;
provided, however, that the written certification described above under
"--Form, Exchange, Registration, Conversion and Transfer" has been delivered
prior the first actual payment of interest.  Unless otherwise indicated in the
applicable Prospectus Supplement, payment of interest on Bearer Debt Securities
on any Interest Payment Date will be made only against surrender to the Paying
Agent of the coupon relating to such Interest Payment Date.  No payment with
respect to any Bearer Debt Security will be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to any account maintained with a bank located in the
United States, nor shall any payments be made in respect of Bearer Debt
Securities upon presentation to the Company or its designated Paying Agents
within the United States.  Notwithstanding the foregoing, payments of principal
of (and premium, if any) and interest on Bearer Debt Securities denominated and
payable in U.S. dollars will be made at the office of the Company's Paying
Agent in the United States, if (but only if) payment of the full amount thereof
in U.S. dollars at all offices or agencies outside the United States is illegal
or effectively precluded by exchange controls or other similar restrictions.

        Unless otherwise indicated in the applicable Prospectus Supplement,
payment of principal of (and premium, if any) and interest on Registered Debt
Securities will be made in the designated currency or currency unit at the
office of such Paying Agent or Paying Agents as the Company may designate from
time to time, except that at the option of the Company payment of any interest
may be made by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register.  Unless otherwise indicated
in an applicable Prospectus Supplement, payment of any installment of interest
on Registered Debt Securities will be made to the person in whose name such
Registered Debt Security is registered at the close of business on the Regular
Record Date for such interest.

        Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporate Trust Office of the Trustee will be designated as a Paying Agent for
the Trustee for payments with respect to Debt Securities which are issuable
solely as Registered Debt Securities, and the Company will maintain a Paying
Agent outside the United States for payments with respect to Debt Securities
(subject to limitations described above in the case of Bearer Debt Securities)
which are issued solely as Bearer Debt Securities, or as both Registered Debt
Securities and Bearer Debt Securities.  Any Paying Agents outside the United
States and any other Paying Agents in the United States initially designated by
the Company for the Debt Securities will be named in an applicable Prospectus
Supplement.  The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that, if Debt Securities of a
series are issued solely as Registered Debt Securities, the Company will be
required to maintain a Paying Agent in each Place of Payment for such series
and, if Debt Securities of a series are issued as Bearer Securities, the
Company will be required to maintain (i) a Paying Agent in the United States
for principal payments with respect to any Registered Debt Securities of the
series (and for payments with respect to Bearer Debt Securities of the series
in the circumstances described above, but not otherwise), and (ii) a Payment
Agent in a Place of Payment located outside the United States where Securities
of such series and any coupons appertaining thereto may be presented and
surrendered for payment.

        All monies paid by the Company to a Paying Agent for the payment of
principal of and any premium or interest on any Debt Security which remain
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will (subject to applicable escheat laws) be
repaid to the Company and the holder of such Debt Security or any coupon will
thereafter look only to the Company for payment thereof.

        Temporary Global Securities

        If so specified in the applicable Prospectus Supplement, all or any
portion of the Debt Securities of a series which are issuable as Bearer Debt
Securities will initially be represented by one or more temporary global Debt
Securities, without interest coupon, to be deposited with a common depository
in London for Euroclear System ("Euroclear") and CEDEL S.A. ("CEDEL") for
credit to the designated accounts.  On and after the date determined





                                       13

<PAGE>   25
as provided in any such temporary global Debt Security and described in the
applicable Prospectus Supplement, each such temporary global Debt Security will
be exchangeable for definitive Bearer Debt Securities, definitive Registered
Debt Securities or all or a portion of a permanent global security, or any
combination thereof, as specified in the applicable Prospectus Supplement, but,
unless otherwise specified in the applicable Prospectus Supplement, only upon
written certification in the form and to the effect described under "-- Form,
Exchange, Registration, Conversion and Transfer."  No Bearer Debt Security
delivered in exchange for a portion of a temporary global Debt Security will be
mailed or otherwise delivered to any location in the United States in
connection with such exchange.

        Unless otherwise specified in the applicable Prospectus Supplement,
interest in respect of any portion of a temporary global Debt Security payable
in respect of any Interest Payment Date occurring prior to the issuance of
definitive Debt Securities or a permanent global Debt Security will be paid to
each of Euroclear and CEDEL with respect to the portion of the temporary global
Debt Security held for its account.  Each of Euroclear and CEDEL will undertake
in such circumstances to credit such interest received by it in respect of a
temporary global Debt Security to the respective accounts for which it holds
such temporary global Debt Security only upon receipt in each case of written
certification in the form and to the effect described above under "-- Form,
Exchange, Registration, Conversion and Transfer" as of the relevant Interest
Payment Date regarding the portion of such temporary global Debt Security on
which interest is to be so credited.

        Permanent Global Securities

        If any Debt Securities of a series are issuable in permanent global
form, the applicable Prospectus Supplement will describe the circumstances, if
any, under which beneficial owners of interests in any such permanent global
Debt Securities may exchange such interests for Debt Securities of such series
and of like tenor and principal amount in any authorized form and denomination.
No Bearer Debt Security delivered in exchange for a portion of a permanent
global Debt Security shall be mailed or otherwise delivered to any location in
the United States in connection with such exchange.

        Book-Entry Debt Securities

        The Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities that will be deposited with, or on
behalf of, a Depositary ("Depositary") or its nominee identified in the
applicable Prospectus Supplement.  In such a case, one or more Global
Securities will be issued in a denomination or aggregate denominations equal to
the portion of the aggregate principal amount of Outstanding Debt Securities of
the series to be represented by such Global Security or Securities.  Unless and
until it is exchanged in whole or in part for Debt Securities in registered
form, a Global Security may not be registered for transfer or exchange except
as a whole by the Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any nominee to a successor
Depositary or a nominee of such successor Depositary and except in the
circumstances described in the applicable Prospectus Supplement.  (Sections 305
and 312)

        The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the applicable Prospectus Supplement.  The Company expects
that the following provisions will apply to depositary arrangements.

        Unless otherwise specified in the applicable Prospectus Supplement,
Debt Securities which are to be represented by a Global Security to be
deposited with or on behalf of a Depositary will be represented by a Global
Security registered in the name of such Depositary or its nominee.  Upon the
issuance of such Global Security, and the deposit of such Global Security with
or on behalf of the Depositary for such Global Security, the Depositary will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of institutions that have accounts with such Depositary or its
nominee ("participants").  The accounts to be credited will be designated by
the underwriters or agents of such Debt Securities or by the Company, if such
Debt Securities are offered and sold directly by the Company.  Ownership of
beneficial interest in such Global Security will be limited to participants or
Persons that may hold interest through participants.  Ownership of beneficial
interests by participants in such Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Security.
Ownership of beneficial interests in such Global Security by Persons that hold
through participants will be shown on, and the transfer of that





                                       14

<PAGE>   26
ownership interest within such participant will be effected only through,
records maintained by such participant.  The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in certificated form.  The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in such Global Securities.

        So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the applicable
Indenture.  Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be entitled to
have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certificated form and will not be
considered the Holders thereof for any purposes under the applicable Indenture.
(Sections 305 and 312)  Accordingly, each Person owning a beneficial interest
in such Global Security must rely on the procedures of the Depositary and, if
such Person is not a participant, on the procedures of the participant through
which such Person owns its interest, to exercise any rights of a Holder under
the applicable Indenture.  The Company understands that under existing industry
practices, if the Company requests any action of Holders or an owner of a
beneficial interest in such Global Security desires to give any notice or take
any action a Holder is entitled to give or take under an Indenture, the
Depositary would authorize the participants to give such notice or take such
action, and participants would authorize beneficial owners owning through such
participants to give such notice or take such action or would otherwise act
upon the instructions of beneficial owners owning through them.

        Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.

        Limitations on Issuance of Bearer Debt Securities

        In compliance with United States Federal tax laws and regulations,
Bearer Debt Securities (including securities in permanent global form that are
either Bearer Debt Securities or exchangeable for Bearer Debt Securities) will
not be offered or sold during the restricted period (as defined in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) (generally, the
first 40 days after the closing date, and, with respect to unsold allotments,
until sold) within the United States or to United States persons (each as
defined below) other than to an office located outside the United States of a
United States financial institution (as defined in Section 1.165-12(c)(1)(v) of
the United States Treasury Regulations), purchasing for its own account or for
resale or for the account of certain customers, that provides a certificate
stating that it agrees to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Code and the United States Treasury Regulations thereunder,
or to certain other persons described in Section 1.163-5(c)(2)(i)(D)(1)(iii)(B)
of the United States Treasury Regulations.  Moreover, such Bearer Debt
Securities will not be delivered in connection with their sale during the
restricted period within the United States.  Any underwriters and dealers
participating in the offering of Bearer Debt Securities must covenant that they
will not offer or sell during the restricted period any Bearer Debt Securities
within the United States or to United States persons (other than the persons
described above) or deliver in connection with the sale of Bearer Debt
Securities during the restricted period any Bearer Debt Securities within the
United States and that they have in effect procedures reasonably designed to
ensure that their employees and agents who are directly engaged in selling the
Bearer Debt Securities are aware of the restrictions described above.  No
Bearer Debt Security (other than a temporary global Bearer Debt Security) will
be delivered in connection with its original issuance nor will interest be paid
on any Bearer Debt Security until receipt by the Company of the written
certification described above under "-- Form, Exchange, Registration,
Conversion and Transfer."  Each Bearer Debt Security, other than temporary
global Bearer Debt Security, will bear a legend to the following effect: "Any
United States person who holds this obligation will be subject to limitations
under the United States Federal income tax laws, including the limitations
provided in Section 165(j) and 1287(a) of the Internal Revenue Code."

        As used herein, "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the





                                       15

<PAGE>   27
income of which is subject to United States Federal income taxation regardless
of its source, and "United States" means the United States of America
(including the states and the District of Columbia) and its possessions.

        Defaults and Remedies

        The following are Events of Default under the Indentures with respect
to Debt Securities of any series: (i) failure to pay principal or premium, if
any, on any Debt Security of that series when due; (ii) failure to pay any
interest due on any Debt Security of that series for 30 days; (iii) failure to
make any sinking fund payment, when due, in respect of any Debt Security of
that series; (iv) failure by the Company for 60 days after written notice to it
to comply with any of its other covenants in such respective Indenture; (v)
default by the Company or any Restricted Subsidiary (as defined herein) under
any instrument or other evidence of indebtedness of the Company or any
Restricted Subsidiary for money borrowed, or any guarantee of payment by the
Company or any Restricted Subsidiary for money borrowed, in an amount in excess
of five percent of Consolidated Net Tangible Assets (as defined herein), unless
such default has been cured or waived; (vi) certain events of bankruptcy,
insolvency or reorganization relative to the Company or any Restricted
Subsidiary and (vii) any other Events of Default provided with respect to Debt
Securities of that series.  (Section 501)

        If an Event of Default with respect to Outstanding Debt Securities of
any series occurs and is continuing, either the Trustee or Holders of at least
25 percent in aggregate principal amount of the Debt Securities of that series
then outstanding under such Indenture may declare the principal amount of all
Debt Securities of that series and the interest accrued thereon to be due and
payable immediately.  However, under certain conditions, such acceleration may
be rescinded by Holders of a majority in principal amount of such Debt
Securities of that series then outstanding.  (Section 502)

        Holders of the Debt Securities of any series may not enforce the
applicable Indenture except as provided in such Indenture and except that,
subject to any applicable subordination provisions, nothing shall prevent the
Holders of Debt Securities of any series from enforcing payment of the
principal of or premium, if any, or interest on, or, if applicable, conversion
of, their Debt Securities.  Each Trustee may refuse to enforce an applicable
Indenture unless it receives reasonable security or indemnity.  Subject to
certain limitations, Holders of a majority in principal amount of the Debt
Securities of any series under an applicable Indenture may direct the Trustee
thereunder in its exercise of any trust or power under such Indenture.
(Sections 508, 512 and 514)

        The Company will furnish the Trustees with an officers' certificate
with respect to compliance with the terms of the applicable Indenture.
(Section 1005 of the Subordinated Indenture and Section 1006 of the Senior
Indenture) 

        Modification

        Modification and amendment of an Indenture may be effected by the
Company and the Trustee thereunder with the consent of the Holders of a
majority in aggregate principal amount of the Debt Securities of each series
affected thereby then Outstanding; provided, however, that no such modification
or amendment may, without the consent of each Holder affected thereby:  (i)
reduce the rate or change the time or place for payment of principal or
interest on any Debt Security; (ii) reduce the principal of or rate of interest
thereon, or the premium, if any, payable upon the redemption of, or change the
fixed maturity of, any Debt Security; (iii) make any Debt Security payable in a
currency other than that stated in the Debt Security; (iv) impair the right to
institute suit for the enforcement of any payment on or with respect to any
such Debt Security; (v) make any change that adversely affects the right to
convert any Debt Security that is convertible at the option of the Holder; (vi)
in the case of the Subordinated Indenture, modify the subordination provisions
in a manner adverse to Holders of the Subordinated Debt Securities of any
series or (vii) reduce the amount of Debt Securities of any series whose
Holders must consent to modification or amendment of or waiver of compliance
with certain provisions of the applicable Indenture.  The Indentures also
contain provisions permitting the Company and the Trustees to effect certain
minor modifications to the applicable Indentures not adversely affecting the
rights of Holders of the Debt Securities of any series in any material respect.
(Sections 901 and 902)





                                       16

<PAGE>   28
        Consolidation, Merger and Sale of Assets

        The Company, without the consent of any Holders of Debt Securities, may
consolidate or merge with or into any person, or convey, transfer, lease or
otherwise dispose of its assets substantially as an entirety to any person, and
any person may consolidate or merge with, or into, or transfer or lease its
assets substantially as an entirety to, the Company, provided that (i) the
person (if other than the Company) formed by such consolidation or into which
the Company is merged or which acquires or leases the assets of the Company
substantially as an entirety is organized and existing under the laws of the
United States, any state thereof or the District of Columbia, and assumes the
Company's obligations on the Debt Securities and under the respective
Indentures; (ii) after giving effect to such transaction, no Event of Default
(as herein defined) and no event that, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing and
(iii) certain other conditions are met.  (Section 801)

        Defeasance

        Subject to compliance with certain conditions, the Company may
discharge its indebtedness and its obligations or certain of its obligations
under the applicable Indenture by depositing funds or obligations issued or
guaranteed by the United States of America (as further defined in the
applicable Indenture, the "U.S. Government Obligations") with the applicable
Trustee.

        Defeasance and Discharge.  The applicable Indenture will provide that
the Company will be discharged from any and all obligations in respect of Debt
Securities of such series (except for certain obligations relating to temporary
Debt Securities of such series and exchange of Debt Securities of such series,
registration of transfer or exchange of Debt Securities of such series,
replacement of stolen, lost or mutilated Debt Securities of such series,
maintenance of paying agencies to hold monies for payment in trust and payment
of additional amounts, if any, required in consequence of United States
withholding taxes imposed on payments to non-United States persons) upon the
deposit with the applicable Trustee, in trust, of money and/or U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of and premium, if any, and each installment of
interest on, the Debt Securities of such series on the Stated Maturity of such
payments in accordance with the terms of the applicable Indenture and the Debt
Securities of such series.  (Sections 1502 and 1504 of the Subordinated
Indenture and Sections 1302 and 1304 of the Senior Indenture)  Such a trust may
only be established if, among other things, the Company has delivered to the
applicable Trustee an Opinion of Counsel to the effect that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (ii) since the date of the applicable 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 of Counsel shall confirm that, the Holders
of Debt Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and
discharge, and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
deposit, defeasance and discharge had not occurred.  (Section 1504 of the
Subordinated Indenture and Section 1304 of the Senior Indenture)  In the event
of any such defeasance and discharge of Debt Securities of such series, Holders
of Debt Securities of such series would be entitled to look only to such trust
fund for payment of principal of and any premium and interest on their Debt
Securities until Maturity.

        Defeasance of Certain Obligations.  The Indentures will provide that
the Company may omit to comply with certain restrictive covenants, including
the covenants described under "Provisions Applicable to the Senior Indenture --
Certain Covenants of the Company" below, and any such omission shall not be an
Event of Default with respect to the Debt Securities of such series, upon the
deposit with the applicable Trustee, in trust, of money and/or U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any), and each installment
of interest on, the Debt Securities of such series on the Stated Maturity of
such payments in accordance with the terms of the applicable Indenture and the
Debt Securities of such series.  The obligations of the Company under the
applicable Indenture and the Debt Securities of such series other than with
respect to such covenants shall remain in full force and effect.  (Section 1503
and 1504)  Such a trust may be established only if, among other things, the
Company has delivered to the applicable Trustee an Opinion of Counsel to the
effect that the Holders of the Debt Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance, and will be subject to federal income tax on the
same amounts and in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred.  (Section 1504 of the
Subordinated Indenture and Section 1304 of the Senior Indenture)





                                       17

<PAGE>   29
        Although the amount of money and U.S. Government Obligations on deposit
with the applicable Trustee would be intended to be sufficient to pay amounts
due on the Debt Securities of such series at the time of their Stated Maturity,
in the event the Company exercises its option to omit compliance with the
covenants defeased with respect to the Debt Securities of such series as
described above and the Debt Securities of such series are declared due and
payable because of the occurrence of any Event of Default, such amount may not
be sufficient to pay amounts due on the Debt Securities of such series at the
time of the acceleration resulting from such Event of Default.  The Company
shall in any event remain liable for such payments as provided in the
applicable Indenture.

        Governing Law

        The Debt Securities and the Indentures provide that they are governed
by the laws of the State of New York, without regard to the principles of
conflicts of laws.  (Section 112)

        Concerning the Trustees

        Each Indenture contains certain limitations on the rights of the
Trustee thereunder, should it become a creditor of the Company, to obtain
payment of claims in certain cases, or to realize on certain property received
in respect of any such claim as security or otherwise.  (Section 613)  Each
Trustee will be permitted to engage in other transactions with the Company;
provided, however, if it acquires any conflicting interest (as defined) and
there exists a default with respect to the Debt Securities of any series
outstanding under the applicable Indenture, it must eliminate such conflict or
resign.  (Section 608)

        The Holders of a majority in aggregate principal amount of Outstanding
Debt Securities under an Indenture will have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy power
available to the Trustee under such Indenture, provided that such direction
does not conflict with any rule of law or with the applicable Indenture and
would not involve the Trustee in personal liability or be unduly prejudicial to
Holders not joining in such action (as determined by the Trustee in good
faith).  (Section 512)

        In case a default or an Event of Default under an Indenture shall occur
and be continuing and if it is known to the Trustee under such Indenture, such
Trustee shall mail to each Holder of Debt Securities of such series notice of
the default or Event of Default within 90 days after it occurs.  Except in the
case of a default or an Event of Default in payment of the principal of, or
premium, if any, or interest on, any Debt Security of any series, such Trustee
may withhold the notice if and so long as the Trustee in good faith determines
that withholding the notice is in the interest of the Holders of Debt
Securities of such series under the respective Indenture.  Subject to such
provisions, when a Trustee incurs expenses or renders services after an Event
of Default, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy law.  (Section 602)

PROVISIONS APPLICABLE TO THE SENIOR INDENTURE

        The Senior Debt Securities will rank pari passu with all other
unsubordinated and unsecured indebtedness of the Company and senior to the
Subordinated Debt Securities and all other subordinated debt of the Company.

        Certain Covenants of the Company

        If so indicated in the applicable Prospectus Supplement with respect to
a particular series of Senior Debt Securities, the Company will be subject to
either or both of the following covenants or such other covenants as are
therein indicated, if any.

        Limitations on Liens.  Neither the Company nor any Restricted
Subsidiary (as hereafter defined) may create or cause to be created, by
issuance, assumption or guarantee of any Debt (as hereafter defined) (including
in connection with any merger, consolidation or other transaction whether or
not permitted under the Senior Indenture), any Mortgage (as hereafter defined)
on any Mineral Interest (as hereafter defined) or on any shares of capital
stock or debt of any Restricted Subsidiary, whether owned at the date of the
Senior Indenture or thereafter acquired, unless the Company secures, or causes
the Restricted Subsidiary to secure, the Senior Debt Securities equally and
ratably with (or prior to)





                                       18

<PAGE>   30
such secured Debt, except that the Company or a Restricted Subsidiary may,
without so securing the Senior Debt Securities, incur (i) Mortgages in
existence on the date of the applicable Indenture; (ii) Mortgages affecting
Mineral Interests, shares of capital stock or debt of an entity existing at the
time it becomes a subsidiary or at the time it is merged into or consolidated
with the Company or a subsidiary or on any shares of capital stock or debt of
any Restricted Subsidiary at the time its becomes a Restricted Subsidiary;
(iii) Mortgages on property existing at the time of acquisition of such
property, or Mortgages on any property acquired by the Company or any
Restricted Subsidiary after the date of the applicable Indenture which are
created or assumed to secure the payment of all or any part of the purchase
price of such property or to secure any Debt incurred prior to, at the time of,
or within 120 days after the acquisition of such property for the purpose of
financing all or any part of the purchase price thereof; (iv) Mortgages on
property constructed or improved after the date of the applicable Indenture by
the Company or any Restricted Subsidiary which are created or assumed to secure
the payment of all or any part of the cost of such construction or improvement,
provided, however, that any such Mortgage shall not apply to any property owned
by the Company or any Restricted Subsidiary prior to the date of the applicable
Indenture; (v) Mortgages on property of the Company or a Restricted Subsidiary
to secure the payment of all or any part of the costs incurred after the date
of the applicable Indenture of exploration, drilling, mining or development of
such property for the purposes of increasing the production and sale of oil,
gas and other minerals or any Debt incurred to provide funds for all or any
such purposes; (vi) Mortgages which secure only Debt of a Restricted Subsidiary
owed to the Company or to another Restricted Subsidiary; (vii) Mortgages in
favor of the United States or any state or governmental instrumentality thereof
securing payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or cost of constructing or improving the property subject
thereto and (viii) any extension, renewal or replacement, in whole or in part,
of any of the Mortgages referred to in the foregoing clauses (i) through (vii),
inclusive, or of any Debt secured thereby.  (Section 1004)

        The Company and any one or more Restricted Subsidiaries will be
permitted to issue, assume or guarantee Debt secured by Mortgages, which would
otherwise be subject to the foregoing restrictions, in an aggregate principal
amount which, together with the aggregate outstanding principal amount of all
other Debt of the Company and its Restricted Subsidiaries which would otherwise
be subject to the foregoing restrictions (not including the Debt permitted to
be secured under clauses (i) through (viii), inclusive, above) and all
Attributable Debt (as hereafter defined) in respect to Sale and Leaseback
Transactions (as hereafter defined) entered into pursuant to the provisions of
clause (i) described under "-- Limitations on Sale and Leaseback Transactions"
below (not including any such Sale and Leaseback Transactions permitted under
clauses (i) through (viii) above), does not at any time exceed ten percent of
the Consolidated Net Tangible Assets (as hereafter defined) of the Company and
its Restricted Subsidiaries.

        Under the terms of the Senior Indenture, the sale or transfer of (i)
oil, gas or other minerals in place for a period of time only, or in an amount
such that the transferee will realize therefrom a specified amount of money
(however determined) or a specified amount of such oil, gas and other minerals
or (ii) any other interest in property of the character commonly referred to as
a "production payment," will not be deemed to create Debt secured by a
Mortgage.

        Limitations on Sale and Leaseback Transactions.  The Senior Indenture
provides that neither the Company nor any Restricted Subsidiary will enter into
any Sale and Leaseback Transaction (as hereafter defined) with any person
(except the Company or a Restricted Subsidiary), unless: (i) the Company or
such Restricted Subsidiary would be entitled to incur such indebtedness in a
principal amount equal to the Attributable Debt with respect to such Sale and
Leaseback Transaction, secured by a Mortgage on the property subject to such
Sale and Leaseback Transaction pursuant to the provisions described under "--
Limitations on Liens" above without equally and ratably securing the Senior
Debt Securities pursuant to such covenant; (ii) after the date on which the
Senior Debt Securities are originally issued and within a period commencing 180
days prior to the consummation of such Sale and Leaseback Transaction and
ending 180 days after the consummation thereof, the Company or such Restricted
Subsidiary shall have expended for property used or to be used in the ordinary
course of business of the Company and the Restricted Subsidiaries (including
amounts expended for the acquisition, exploration, drilling and development
thereof, and for additions, alterations, repairs and improvements thereto) an
amount equal to all or a portion of the net proceeds of such Sale and Leaseback
Transaction and the Company shall have elected to designate such amount as a
credit against such Sale and Leaseback Transaction (with any amount not being
so designated to be applied in clause (iii) below) or (iii) the Company, during
the 365-day period after the effective date of such Sale and Leaseback
Transaction, shall have applied to the voluntary defeasance





                                       19

<PAGE>   31
or retirement of any Senior Indebtedness (as hereafter defined) an amount equal
to the greater of (a) the net proceeds of the sale or transfer of the property
leased in such Sale and Leaseback Transaction and (b) the fair value, as
determined by the Board of Directors of the Company, of such property at the
time of entering into such Sale and Leaseback Transaction (in either case
adjusted to reflect the remaining term of the lease and any amount expended by
the Company or any Restricted Subsidiary as set forth in clause (ii) above),
less an amount equal to the principal amount of Senior Indebtedness voluntarily
defeased or retired by the Company within such 365-day period and not designated
as a credit against any other Sale and Leaseback Transaction entered into by the
Company or any Restricted Subsidiary during such period.  (Section 1005)

        Certain Definitions.  The Senior Indenture will contain definitions of
certain terms used in such Indenture, including the following:

        "Attributable Debt" means, when used with respect to any Sale and
Leaseback Transaction, as at the time of determination, the present value
(discounted at a rate equal to the Company's then current weighted average cost
of funds for borrowed money as at the time of determination, compounded on a
semiannual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in the Sale and Leaseback
Transaction (including any period for which such lease has been extended).

        "Consolidated Net Tangible Assets" means the total amount of assets
included in the consolidated balance sheet of the Company and its Restricted
Subsidiaries (less depreciation, depletion, valuation and other reserves) after
deducting: (i) all current liabilities; (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles; (iii) investments in and advances to Subsidiaries that are not
Restricted Subsidiaries and (iv) minority interests in the equity of Restricted
Subsidiaries.

        "Debt" means any notes, bonds, debentures or other similar evidences of
indebtedness for borrowed money.

        "Hydrocarbons" means oil, gas and other liquid or gaseous hydrocarbons.

        "Mineral Interests" means leasehold and other interests of the Company
or a Restricted Subsidiary in or under oil, gas or other mineral fee interests,
overriding royalty and royalty interests and any other interest in Hydrocarbons
and any other interest in minerals in place wherever located and classified by
the Board of Directors of the Company as capable of producing Hydrocarbons by
the Company or a Restricted Subsidiary, except any such interest which in the
opinion of the Board of Directors of the Company is not of material importance
to the total business conducted by the Company and its Restricted Subsidiaries.

        "Mortgage" means any mortgage, lien, security interest, pledge, charge
or other encumbrance.

        "Restricted Subsidiary" means any subsidiary of the Company the assets
of which comprise in excess of 15 percent of total consolidated assets of the
Company and its consolidated subsidiaries as included in the latest audited
consolidated balance sheet contained in the latest annual report sent to the
Company's shareholders.  As of December 31, 1995 (giving pro forma effect to
the EDC Acquisition), Samedan Oil Corporation and Energy Development
Corporation were the only subsidiaries of the Company that would qualify as
Restricted Subsidiaries.

        "Sale and Leaseback Transaction" means any arrangement with any person
providing for the leasing to the Company or any Restricted Subsidiary, for a
period of more than three years, of any real or tangible personal property which
has been, or is to be, sold or transferred by the Company or such Restricted 
Subsidiary to such person in contemplation of such leasing.

        "Senior Indebtedness" means the principal of and premium, if any, and
unpaid interest on the following, whether outstanding at the date of the
applicable Indenture or thereafter incurred or created: (i) indebtedness of the
Company for money borrowed (including purchase money obligations) evidenced by
notes or other written obligations; (ii) indebtedness of the Company evidenced
by notes, debentures, bonds or other securities issued under the provisions of
an indenture or other similar instrument; (iii) obligations of the Company as
lessee under capitalized leases and under leases of property made as part of
any Sale and Leaseback Transaction; (iv) obligations of the Company in respect
of





                                       20

<PAGE>   32
letters of credit issued for its account and swaps of interest rates (and other
interest rate hedging agreements) to which the Company is a party; (v)
indebtedness of others of any kinds described in the preceding clauses (i)
through (iv) assumed or guaranteed by the Company and (vi) renewals, extensions
and refundings of, and indebtedness and obligations of a successor person
issued in exchange for or in replacement of, indebtedness or obligations of the
kind described in the preceding clauses (i) through (v); provided, however,
that the following will not constitute Senior Indebtedness: (a) any
indebtedness or obligation which by its terms refers explicitly to the
Subordinated Debt Securities or other subordinated debt and states that such
indebtedness and obligation shall not be senior in right of payment thereto;
(b) any indebtedness or obligation of the Company in respect of the
Subordinated Debt Securities and (c) any indebtedness or obligation of the
Company to a subsidiary.

PROVISIONS APPLICABLE TO THE SUBORDINATED INDENTURE

        The Subordinated Debt Securities will rank junior to the Senior Debt
Securities and all other unsecured and unsubordinated indebtedness of the
Company and pari passu with all other subordinated debt of the Company.

        Subordination

        Payment of the principal of and premium, if any, and interest on the
Subordinated Debt Securities will be subordinated in right of payment, as set
forth in the Subordinated Indenture, to the prior payment in full of all Senior
Indebtedness of the Company when due in accordance with the terms thereof.
(Section 1401)

        There are no restrictions on the creation of Senior Indebtedness (as
defined in the Senior Indenture) in the Subordinated Indenture.

        By reason of such subordination, in the event of dissolution,
insolvency, bankruptcy or other similar proceeding, Holders of Subordinated
Debt Securities may recover less, ratably, than Holders of Senior Indebtedness
and other general creditors of the Company, and, upon any distribution of
assets, the Holders of Subordinated Debt Securities will be required to pay
over their share of such distribution to the Holders of Senior Indebtedness
until such Senior Indebtedness is paid in full.  In addition, if any
Subordinated Debt Securities are declared due and payable prior to their stated
maturity, or in the event of any default in the payment of principal of or
premium, if any, or interest on any Senior Indebtedness beyond any applicable
grace period, or in the event of any default with respect to Senior
Indebtedness that would permit acceleration of the maturity thereof, or in the
event a judicial proceeding is pending with respect to any such Senior
Indebtedness default, the Holders of Senior Indebtedness will be entitled to be
paid in full before any payments may be made to the Holders of Subordinated
Debt Securities.  (Sections 1401, 1402 and 1403)





                                       21

<PAGE>   33
                              PLAN OF DISTRIBUTION

        The Company may sell Debt Securities to or through one or more
underwriters or dealers, and also may sell Debt Securities directly to other
purchasers or through agents or through a combination of any such methods of
sale.

        The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.

        In connection with the sale of Debt Securities, underwriters or agents
may receive compensation from the Company or from purchasers of Debt Securities
in the form of discounts, concessions or commissions.  Underwriters, dealers
and agents that participate in the distribution of the Debt Securities may be
deemed to be underwriters, and any discounts or commissions received by them
from the Company and any profit on the resale of the Debt Securities by them
may be deemed to be underwriting discounts and commissions under the Securities
Act.  Any such person who may be deemed to be an underwriter will be
identified, and any such compensation received from the Company will be
described, in a Prospectus Supplement delivered with this Prospectus.

        Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of Debt
Securities may be entitled to indemnification by the Company against or
contribution toward certain liabilities, including liabilities under the
Securities Act and to reimbursement by the Company for certain expenses.

        If so indicated in the Prospectus Supplement, the Company may issue
Debt Securities to or through underwriters, agents or dealers in connection
with the conversion or redemption of its outstanding securities.

        All Debt Securities, when first issued, will have no established
trading market.  Any underwriters or agents to or through whom such Debt
Securities are sold by the Company for public offering and sale may make a
market in such Debt Securities, but such underwriters or agents will not be
obligated to do so and may discontinue any market making at any time without
notice.  No assurance can be given as to the liquidity of the trading market
for any Debt Securities.

        Certain of the underwriters, dealers or agents may engage in
transactions with and perform services for the Company in the ordinary course
of business.

        The specific terms and manner of sale of offered Debt Securities are
set forth or summarized in the Prospectus Supplement.


                                    EXPERTS

        The consolidated financial statements of Noble Affiliates, Inc.
incorporated by reference in this Prospectus, to the extent and for the periods
indicated in their report, have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.  Reference is made to said report, which includes an
explanatory paragraph with respect to the adoption of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" as discussed in Note 9 to
the consolidated financial statements.

        The consolidated financial statements incorporated into this prospectus
by reference from EDC's report appearing in Form 8-K (Date of Event: July 31,
1996) of Noble Affiliates, Inc., as amended, as of December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.





                                       22

<PAGE>   34
        Estimates of EDC's proved reserves as of July 1, 1996 prepared by
Miller and Lents, Ltd., independent petroleum consultants, are set forth in the
Company's Form 8-K (Date of Event: July 31, 1996), as amended, which is
incorporated by reference in this Prospectus.  Such estimates are incorporated
by reference herein in reliance upon the authority of said firm as experts in
estimating proved reserves.





                                       23

<PAGE>   35
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.  THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION.  NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.

                              _________________________

                                  TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                                ----
                 <S>                                            <C>
                                PROSPECTUS SUPPLEMENT

                 Disclosure Regarding
                   Forward-Looking Statements  . . . . . . .     S-1
                 Oil and Gas Terminology . . . . . . . . . .     S-1
                 Summary   . . . . . . . . . . . . . . . .       S-2
                 Use of Proceeds . . . . . . . . . . . . . .     S-6
                 Price Range of Common Stock
                   and Dividends . . . . . . . . . . . . . .     S-6
                 Capitalization  . . . . . . . . . . . . . .     S-7
                 Recent Developments . . . . . . . . . . . .     S-8
                 Certain Terms of the [Debt Securities]  . .     S-8
                 Certain United States Federal Income
                   Tax Consequences  . . . . . . . . . . . .     S-8
                 Underwriting  . . . . . . . . . . . . . . .     S-9
                 Validity of the [Debt Securities] . . . . .     S-9

                                     PROSPECTUS
                 Available Information . . . . . . . . . . .       2
                 Incorporation of Certain Documents by
                    Reference  . . . . . . . . . . . . . . .       3
                 The Company . . . . . . . . . . . . . . . .       4
                 Use of Proceeds . . . . . . . . . . . . . .       7
                 Selected Financial Data . . . . . . . . . .       8
                 Description of Debt Securities  . . . . . .      10
                 Plan of Distribution  . . . . . . . . . . .      22
                 Experts   . . . . . . . . . . . . . . . . .      22
</TABLE>






                                $_______________





                             NOBLE AFFILIATES, INC.





                               [DEBT SECURITIES]





                             PROSPECTUS SUPPLEMENT


                                 [UNDERWRITERS]





                                _________, 199__

<PAGE>   36
                                  P A R T  II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

   Except for the SEC registration fee, all expenses are estimated.  All such
expenses will be paid by the Registrant.


<TABLE>
   <S>                                                              <C>
   SEC registration fee   . . . . . . . . . . . . . . . . . . .     $   174,243
   New York Stock Exchange listing fee  . . . . . . . . . . . .            *
   Trustee's fees and expenses (including legal fees)   . . . .            *
   Accounting fees and expenses   . . . . . . . . . . . . . . .            *
   Legal fees and expenses  . . . . . . . . . . . . . . . . . .            *
   Printing expenses  . . . . . . . . . . . . . . . . . . . . .            *
   Blue sky fees and expenses (including legal fees)  . . . . .            *
   Rating agency fees   . . . . . . . . . . . . . . . . . . . .            *
   Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . .            *    
                                                                    -----------
       Total  . . . . . . . . . . . . . . . . . . . . . . . . .     $           
                                                                    ===========
</TABLE>


- --------------------------
*        To be provided by amendment.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is a Delaware corporation. Under Section 145 of the
General Corporation Law of the State of Delaware, the Registrant has the power
to indemnify its directors and officers, subject to certain limitations.

         Reference is made to Article VI of the Bylaws of the Registrant, which
Article is filed as part of Exhibit 3.2 hereto and provides for indemnification
of directors and officers of the Registrant under certain circumstances.

         Pursuant to the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 hereto,
limits the personal liability of the directors of the Registrant to the
Registrant or its stockholders for monetary damages for breach of fiduciary
duty under certain circumstances.

         The Registrant entered into an Indemnity Agreement with each of the
directors and bylaw officers of the Registrant as of March 1, 1996 which
provides certain protections to such persons against legal claims and related
expenses.  The Indemnity Agreements are filed as Exhibit 10.18 to the
Registrant's Form 10-K for the year ended December 31, 1995.

         The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.

         The foregoing summaries are necessarily subject to the complete text
of the statute, bylaw, agreement, certificate of incorporation and insurance
policy referred to above and are qualified in their entirety by reference
thereto.





                                      II-1

<PAGE>   37
ITEM 16.  EXHIBITS.

         The following exhibits are filed as part of this Registration
Statement:


<TABLE>
<CAPTION>
      NUMBER                                                EXHIBIT
      ------                                                -------
       <S>         <C>      <C>
       2.1         --       Stock Purchase Agreement dated as of July 1, 1996, between Samedan Oil
                            Corporation and Enterprise Diversified Holdings Incorporated (filed as Exhibit
                            2.1 to the Registrant's Current Report on Form 8-K (Date of Event: July 31,
                            1996) dated August 13, 1996 and incorporated herein by reference).

       3.1         --       Certificate of Incorporation, as amended, of the Registrant as currently in
                            effect (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
                            the year ended December 31, 1987 and incorporated herein by reference).

       3.2         --       Composite copy of the Bylaws of the Registrant as currently in effect (filed as
                            Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended
                            December 31, 1992 and incorporated herein by reference).

       4.1         --       Form of Indenture to be entered into relating to the Senior Debt Securities.

       4.2         --       Form of Indenture to be entered into relating to the Subordinated Debt 
                            Securities.

       4.3         --       Indenture dated as of October 14, 1993 between the Registrant and U.S. Trust
                            Company of Texas, N.A., as Trustee, relating to the Registrant's 7 1/4% Notes
                            Due 2023, including form of the Registrant's 7 1/4% Note Due 2023 (filed as
                            Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q for the quarter
                            ended September 30, 1993 and incorporated herein by reference).

       4.4         --       Credit Agreement dated as of July 31, 1996 among the Registrant, as borrower,
                            certain commercial lending institutions which are or may become a party
                            thereto, as lenders (filed as Exhibit 10.1 to the Registrant's current report
                            on Form 8-K (Date of Event: July 31, 1996), filed on August 13, 1996 and
                            incorporated herein by reference).

       4.5         --       First Amendment to Credit Agreement dated as of October 15, 1996 among the
                            Registrant, as borrower, certain commercial lending institutions which are or
                            may become parties thereto, as lenders, and Union Bank of Switzerland, Houston
                            Agency, as agent for the lenders (filed as Exhibit 4.2 to the Registrant's
                            Registration Statement on Form S-3 (No. 333-14275) and incorporated herein by
                            reference).

       5.1         --       Opinion of Thompson & Knight, P.C. (to be filed by amendment).

       12.1        --       Computation of Ratio of Earnings to Fixed Charges.

       23.1        --       Consent of Arthur Andersen LLP.

       23.2        --       Consent of Deloitte & Touche LLP.

       23.3        --       Consent of Thompson & Knight, P.C. (included in their opinion to be filed as
                            Exhibit 5.1).

       23.4        --       Consent of Miller & Lents, Ltd.

       24.1        --       Powers of Attorney Authorizing Signatures (contained on Signature Pages
                            included in Part II of the Registration Statement).

       25.1        --       Statement(s) of Eligibility and Qualification under the Trust Indenture Act of 
                            1939, as amended, on Form T-1 of the trustee(s) (to be filed by amendment).
</TABLE>






                                      II-2

<PAGE>   38
ITEM 17.  UNDERTAKINGS.

         (a)     Rule 415 offering.

         The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                          (i)     To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                          (ii)    To reflect in the prospectus any facts or
                 events arising after the effective date of the Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 Registration Statement; and

                          (iii)   To include any material information with
                 respect to the plan of distribution not previously disclosed
                 in the Registration Statement or any material change to such
                 information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
         not apply if the information required to be included in a post-
         effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to section 13 or section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the Registration
         Statement.

                 (2)      That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial bona fide offering
         thereof.

                 (3)      To remove from registration by means of a post-
         effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     Filings incorporating subsequent Exchange Act documents by
reference.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)     Acceleration of effectiveness.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

         (i)     Rule 430A.

         The undersigned Registrant hereby undertakes that:





                                      II-3

<PAGE>   39
                 (1)      For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was declared effective.

                 (2)      For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

          (j)    Qualification of trust indenture under the Trust Indenture Act
of 1939 for delayed offerings.

         The undersigned Registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended,
in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.





                                      II-4

<PAGE>   40

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ardmore, State of Oklahoma, on the 26th day of
December, 1996.
                                        
                                        NOBLE AFFILIATES, INC.
                                        
                                        
                                        By:       /s/ Robert Kelley        
                                           -------------------------------------
                                                      Robert Kelley
                                                  Chairman of the Board,
                                           President and Chief Executive Officer



         Each person whose signature appears below constitutes and appoints
Robert Kelley and William D. Dickson, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign on his behalf individually and in
each capacity stated below any amendment (including post-effective amendments),
to this Registration Statement and any Registration Statement (including any
amendment thereto) for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents and either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.

              Signatures and Titles                               Date
              ---------------------                               ----
                                                      
                                                      
                                                      
                   /s/ Robert Kelley                        December 26, 1996
- ----------------------------------------------------                         
                  Robert Kelley                       
     Chairman of the Board, President, Chief          
    Executive Officer and Director (Principal         
                Executive Officer)                    
                                                      
                                                      
                                                      
              /s/ William D. Dickson                        December 26, 1996
- ----------------------------------------------------                         
                William D. Dickson                    
      Vice President - Finance and Treasurer          
      (Principal Financial [and Accounting] Officer)  


<PAGE>   41
              Signatures and Titles                               Date
              ---------------------                               ----


                                                    
                 /s/  Alan A. Baker                         December 26, 1996
- ----------------------------------------------------                         
                  Alan A. Baker                             
                     Director                               
                                                            
                                                            
               /s/ Michael A. Cawley                        December 26, 1996
- ----------------------------------------------------                         
                Michael A. Cawley                           
                     Director                               
                                                            
                                                            
                                                            
                  /s/ Edward F. Cox                         December 26, 1996
- ----------------------------------------------------                         
                  Edward F. Cox                             
                     Director                               
                                                            
                                                            
                                                            
                   /s/ James C. Day                         December 26, 1996
- ----------------------------------------------------        
                   James C. Day                             
                     Director                               
                                                            
                                                            
               /s/ Harold F. Kleinman                       December 26, 1996
- ----------------------------------------------------                         
                Harold F. Kleinman                          
                     Director                               
                                                            
                                                            
                                                            
                /s/ George J. McLeod                        December 26, 1996
- ----------------------------------------------------                         
                 George J. McLeod                   
                     Director                       

<PAGE>   42

                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
  EXHIBIT NUMBER
  --------------
       <S>         <C>      <C>
       2.1         --       Stock  Purchase  Agreement  dated  as  of July  1,  1996,  between  Samedan  Oil
                            Corporation and  Enterprise Diversified Holdings Incorporated  (filed as Exhibit
                            2.1  to the  Registrant's Current Report  on Form  8-K (Date  of Event: July 31,
                            1996) dated August 13, 1996 and incorporated herein by reference).

       3.1         --       Certificate  of Incorporation,  as amended,  of the  Registrant as  currently in
                            effect (filed  as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
                            the year ended December 31, 1987 and incorporated herein by reference).

       3.2         --       Composite copy  of the Bylaws of the Registrant as currently in effect (filed as
                            Exhibit 3.2 to  the Registrant's Annual Report  on Form 10-K for  the year ended
                            December 31, 1992 and incorporated herein by reference).

       4.1         --       Form  of  Senior Indenture  to  be  entered into  relating  to  the Senior  Debt
                            Securities.

       4.2         --       Form of Subordinated Indenture to  be entered into relating to the  Subordinated
                            Debt Securities.

       4.3         --       Indenture dated as  of October 14,  1993 between the  Registrant and U.S.  Trust
                            Company of Texas, N.A.,  as Trustee, relating to  the Registrant's 7 1/4%  Notes
                            Due 2023,  including form of  the Registrant's  7 1/4% Note Due  2023 (filed  as
                            Exhibit 4.1  to the Registrant's quarterly  report on Form 10-Q  for the quarter
                            ended September 30, 1993 and incorporated herein by reference).

       4.4         --       Credit Agreement  dated as of July  31, 1996 among the  Registrant, as borrower,
                            certain  commercial lending  institutions  which  are  or  may  become  a  party
                            thereto, as lenders (filed  as Exhibit 10.1 to  the Registrant's current  report
                            on Form  8-K (Date  of Event:   July  31, 1996),  filed on August  13, 1996  and
                            incorporated herein by reference).

       4.5         --       First  Amendment to  Credit Agreement  dated as  of October  15, 1996  among the
                            Registrant,  as borrower, certain  commercial lending institutions  which are or
                            may become parties  thereto, as lenders, and Union  Bank of Switzerland, Houston
                            Agency,  as agent  for the  lenders (filed  as Exhibit  4.2 to  the Registrant's
                            Registration  Statement on Form S-3  (No. 333-14275) and  incorporated herein by
                            reference).

       5.1         --       Opinion of Thompson & Knight, P.C. (to be filed by amendment).

       12.1        --       Computation of Ratio of Earnings to Fixed Charges.

       23.1        --       Consent of Arthur Andersen LLP.

       23.2        --       Consent of Deloitte & Touche LLP.

       23.3        --       Consent  of Thompson &  Knight, P.C. (included in  their opinion to  be filed as
                            Exhibit 5.1).

       23.4        --       Consent of Miller & Lents, Ltd.

       24.1        --       Powers  of  Attorney  Authorizing   Signatures  (contained  on  Signature  Pages
                            included in Part II of the Registration Statement).

       25.1        --       Statement(s) of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended,
                            on Form T-1 of the trustee(s) (to be filed by amendment).
</TABLE>











<PAGE>   1
                                                                     EXHIBIT 4.1




                 [FORM OF SENIOR DEBT SECURITIES INDENTURE]



                           NOBLE AFFILIATES, INC.



                                     TO



                            [INDENTURE TRUSTEE],
                                 as Trustee


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


                                  INDENTURE

                      Dated as of ___________ __, 19__


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



                    [Description of Senior Debt Securities]


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


<PAGE>   2
                                   TIE-SHEET

                             Noble Affiliates, Inc.
                 Reconciliation and tie between Trust Indenture
                          Act of 1939, as amended and
                 Indenture, dated as of _________________, 199_



<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                            Indenture Section

<S>                                                          <C>
Section  310(a)(1). . . . . . . . . . . . . . . . . . .      609
    (a)(2). . . . . . . . . . . . . . . . . . . . . . .      609
    (a)(3). . . . . . . . . . . . . . . . . . . . . . .      Not Applicable
    (a)(4). . . . . . . . . . . . . . . . . . . . . . .      Not Applicable
    (a)(5). . . . . . . . . . . . . . . . . . . . . . .      609
    (b)   . . . . . . . . . . . . . . . . . . . . . . .      608, 610
    (c)   . . . . . . . . . . . . . . . . . . . . . . .      Not Applicable

Section  311(a)   . . . . . . . . . . . . . . . . . . .      613
    (b)   . . . . . . . . . . . . . . . . . . . . . . .      613
    (c)   . . . . . . . . . . . . . . . . . . . . . . .      Not Applicable

Section  312(a)   . . . . . . . . . . . . . . . . . . .      701, 702
    (b)   . . . . . . . . . . . . . . . . . . . . . . .      702
    (c)   . . . . . . . . . . . . . . . . . . . . . . .      702

Section  313(a)     . . . . . . . . . . . . . . . . . .      703
    (b)(1). . . . . . . . . . . . . . . . . . . . . . .      703
    (b)(2). . . . . . . . . . . . . . . . . . . . . . .      703
    (c)   . . . . . . . . . . . . . . . . . . . . . . .      703
    (d)   . . . . . . . . . . . . . . . . . . . . . . .      703

Section  314(a)   . . . . . . . . . . . . . . . . . . .      704
    (a)(4). . . . . . . . . . . . . . . . . . . . . . .      102, 1005
    (b)   . . . . . . . . . . . . . . . . . . . . . . .      Not Applicable
    (c)(1). . . . . . . . . . . . . . . . . . . . . . .      102
    (c)(2). . . . . . . . . . . . . . . . . . . . . . .      102
    (c)(3). . . . . . . . . . . . . . . . . . . . . . .      1403
    (d)   . . . . . . . . . . . . . . . . . . . . . . .      Not Applicable
    (e)   . . . . . . . . . . . . . . . . . . . . . . .      102
    (f)   . . . . . . . . . . . . . . . . . . . . . . .      102, 1005

Section  315(a)   . . . . . . . . . . . . . . . . . . .      601
    (b)   . . . . . . . . . . . . . . . . . . . . . . .      602
    (c)   . . . . . . . . . . . . . . . . . . . . . . .      601
</TABLE>






                                      -i-

<PAGE>   3

<TABLE>
<S>                                                          <C>
    (d)   . . . . . . . . . . . . . . . . . . . . . . .      601
    (e)   . . . . . . . . . . . . . . . . . . . . . . .      514

Section  316(a) (last sentence)     . . . . . . . . . .      101
    (a)(1)(A) . . . . . . . . . . . . . . . . . . . . .      502, 512
    (a)(1)(B) . . . . . . . . . . . . . . . . . . . . .      513
    (a)(2). . . . . . . . . . . . . . . . . . . . . . .      Not Applicable
    (b)   . . . . . . . . . . . . . . . . . . . . . . .      508
    (c)   . . . . . . . . . . . . . . . . . . . . . . .      104

Section  317(a)(1). . . . . . . . . . . . . . . . . . .      503
    (a)(2). . . . . . . . . . . . . . . . . . . . . . .      504
    (b)   . . . . . . . . . . . . . . . . . . . . . . .      1003

Section  318(a)   . . . . . . . . . . . . . . . . . . .      107
    (b)   . . . . . . . . . . . . . . . . . . . . . . .      Various Sections
    (c)   . . . . . . . . . . . . . . . . . . . . . . .      107
</TABLE>


____________________

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





                                      -ii-

<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                            <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . .    1

ARTICLE ONE         DEFINITIONS AND OTHER PROVISIONS
                    OF GENERAL APPLICATION  . . . . . . . . . . . . . . . .    1
     Section 101.   Definitions . . . . . . . . . . . . . . . . . . . . . .    1
                    Affiliate . . . . . . . . . . . . . . . . . . . . . . .    2
                    Attributable Debt . . . . . . . . . . . . . . . . . . .    2
                    Authenticating
 Agent  . . . . . . . . . . . . . . . . .    2
                    Authorized Newspaper  . . . . . . . . . . . . . . . . .    2
                    Bearer Security . . . . . . . . . . . . . . . . . . . .    2
                    Board of Directors  . . . . . . . . . . . . . . . . . .    2
                    Board Resolution  . . . . . . . . . . . . . . . . . . .    2
                    Business Day  . . . . . . . . . . . . . . . . . . . . .    3
                    Commission  . . . . . . . . . . . . . . . . . . . . . .    3
                    Company . . . . . . . . . . . . . . . . . . . . . . . .    3
                    Company Request" or "Company Order  . . . . . . . . . .    3
                    Consolidated Net Tangible Assets  . . . . . . . . . . .    3
                    Corporate Trust Office  . . . . . . . . . . . . . . . .    3
                    Corporation . . . . . . . . . . . . . . . . . . . . . .    3
                    coupon  . . . . . . . . . . . . . . . . . . . . . . . .    3
                    Covenant Defeasance . . . . . . . . . . . . . . . . . .    3
                    Defaulted Interest  . . . . . . . . . . . . . . . . . .    4
                    Defeasance  . . . . . . . . . . . . . . . . . . . . . .    4
                    Defeasible Series . . . . . . . . . . . . . . . . . . .    4
                    Depositary  . . . . . . . . . . . . . . . . . . . . . .    4
                    Event of Default  . . . . . . . . . . . . . . . . . . .    4
                    Exchange Act  . . . . . . . . . . . . . . . . . . . . .    4
                    Global Security . . . . . . . . . . . . . . . . . . . .    4
                    Holder  . . . . . . . . . . . . . . . . . . . . . . . .    4
                    Hydrocarbons  . . . . . . . . . . . . . . . . . . . . .    4
                    Indenture . . . . . . . . . . . . . . . . . . . . . . .    4
                    interest  . . . . . . . . . . . . . . . . . . . . . . .    4
                    Interest Payment Date . . . . . . . . . . . . . . . . .    4
                    Issue Date  . . . . . . . . . . . . . . . . . . . . . .    4
                    Maturity  . . . . . . . . . . . . . . . . . . . . . . .    4
                    Mineral Interests . . . . . . . . . . . . . . . . . . .    4
                    Officers' Certificate . . . . . . . . . . . . . . . . .    5
                    Opinion of Counsel  . . . . . . . . . . . . . . . . . .    5
                    Original Issue Discount Security  . . . . . . . . . . .    5
                    Outstanding . . . . . . . . . . . . . . . . . . . . . .    5
                    Paying Agent  . . . . . . . . . . . . . . . . . . . . .    6
</TABLE>






                                     -iii-

<PAGE>   5

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                 <C>                                                       <C>
                    Person  . . . . . . . . . . . . . . . . . . . . . . . .    6
                    Place of Payment  . . . . . . . . . . . . . . . . . . .    6
                    Predecessor Security  . . . . . . . . . . . . . . . . .    6
                    Preferred Stock . . . . . . . . . . . . . . . . . . . .    6
                    Redemption Date . . . . . . . . . . . . . . . . . . . .    6
                    Redemption Price  . . . . . . . . . . . . . . . . . . .    6
                    Registered Security . . . . . . . . . . . . . . . . . .    6
                    Regular Record Date . . . . . . . . . . . . . . . . . .    7
                    Responsible Officer . . . . . . . . . . . . . . . . . .    7
                    Sale and Leaseback Transaction  . . . . . . . . . . . .    7
                    Securities  . . . . . . . . . . . . . . . . . . . . . .    7
                    Security  . . . . . . . . . . . . . . . . . . . . . . .    7
                    Security Register" and "Security Registrar  . . . . . .    7
                    Senior Indebtedness . . . . . . . . . . . . . . . . . .    7
                    Special Record Date . . . . . . . . . . . . . . . . . .    8
                    Stated Maturity . . . . . . . . . . . . . . . . . . . .    8
                    Trust Indenture Act . . . . . . . . . . . . . . . . . .    8
                    Vice President  . . . . . . . . . . . . . . . . . . . .    8
     Section 102.   Compliance Certificates and Opinions  . . . . . . . . .    8
     Section 103.   Form of Documents Delivered to Trustee  . . . . . . . .    9
     Section 104.   Acts of Holders . . . . . . . . . . . . . . . . . . . .    9
     Section 105.   Notices, Etc., to Trustee and Company . . . . . . . . .   12
     Section 106.   Notice to Holders; Waiver . . . . . . . . . . . . . . .   12
     Section 107.   Conflict with Trust Indenture Act . . . . . . . . . . .   13
     Section 108.   Effect of Headings and Table of Contents  . . . . . . .   13
     Section 109.   Successors and Assigns  . . . . . . . . . . . . . . . .   14
     Section 110.   Separability Clause . . . . . . . . . . . . . . . . . .   14
     Section 111.   Benefits of Indenture . . . . . . . . . . . . . . . . .   14
     Section 112.   Governing Law . . . . . . . . . . . . . . . . . . . . .   14
     Section 113.   Legal Holidays  . . . . . . . . . . . . . . . . . . . .   14
     Section 114.   Rules by Trustee, Paying Agent and Registrar  . . . . .   14

ARTICLE TWO         SECURITY FORMS  . . . . . . . . . . . . . . . . . . . .   15
     Section 201.   Forms Generally . . . . . . . . . . . . . . . . . . . .   15
     Section 202.   Form of Face of Registered Security . . . . . . . . . .   15
     Section 203.   Form of Reverse of Security . . . . . . . . . . . . . .   17
     Section 204.   Form of Legend for Global Securities  . . . . . . . . .   20
     Section 205.   Form of Trustee's Certificate of Authentication.  . . .   21
     Section 206.   Form of Assignment  . . . . . . . . . . . . . . . . . .   21

ARTICLE THREE       THE SECURITIES  . . . . . . . . . . . . . . . . . . . .   22
     Section 301.   Title and Terms . . . . . . . . . . . . . . . . . . . .   22
     Section 302.   Denominations . . . . . . . . . . . . . . . . . . . . .   24
     Section 303.   Execution, Authentication, Delivery and Dating  . . . .   24
</TABLE>






                                      -iv-

<PAGE>   6

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                 <C>                                                       <C>
     Section 304.   Temporary Securities  . . . . . . . . . . . . . . . . .   26
     Section 305.   Registration, Registration of Transfer and Exchange . .   28
     Section 306.   Mutilated, Destroyed, Lost and Stolen Securities  . . .   30
     Section 307.   Payment of Interest; Interest Rights Preserved  . . . .   31
     Section 308.   Persons Deemed Owners . . . . . . . . . . . . . . . . .   32
     Section 309.   Cancellation  . . . . . . . . . . . . . . . . . . . . .   33
     Section 310.   Computation of Interest . . . . . . . . . . . . . . . .   33
     Section 311.   CUSIP Number. . . . . . . . . . . . . . . . . . . . . .   33
     Section 312.   Book-Entry Provisions for Global Security . . . . . . .   34

ARTICLE FOUR        SATISFACTION AND DISCHARGE  . . . . . . . . . . . . . .   35
     Section 401.   Satisfaction and Discharge of Indenture . . . . . . . .   35
     Section 402.   Application of Trust Money  . . . . . . . . . . . . . .   36
     Section 403.   Reinstatement . . . . . . . . . . . . . . . . . . . . .   36

ARTICLE FIVE        REMEDIES  . . . . . . . . . . . . . . . . . . . . . . .   37
     Section 501.   Events of Default . . . . . . . . . . . . . . . . . . .   37
     Section 502.   Acceleration of Maturity; Rescission and Annulment  . .   38
     Section 503.   Collection of Indebtedness and Suits for Enforcement by
                    Trustee . . . . . . . . . . . . . . . . . . . . . . . .   39
     Section 504.   Trustee May File Proofs of Claim  . . . . . . . . . . .   40
     Section 505.   Trustee May Enforce Claims Without Possession of
                    Securities  . . . . . . . . . . . . . . . . . . . . . .   41
     Section 506.   Application of Money Collected  . . . . . . . . . . . .   41
     Section 507.   Limitation on Suits . . . . . . . . . . . . . . . . . .   42
     Section 508.   Unconditional Right of Holders to Receive Principal,
                    Premium and Interest  . . . . . . . . . . . . . . . . .   42
     Section 509.   Restoration of Rights and Remedies  . . . . . . . . . .   42
     Section 510.   Rights and Remedies Cumulative  . . . . . . . . . . . .   43
     Section 511.   Delay or Omission Not Waiver  . . . . . . . . . . . . .   43
     Section 512.   Control by Holders  . . . . . . . . . . . . . . . . . .   43
     Section 513.   Waiver of Past Defaults . . . . . . . . . . . . . . . .   44
     Section 514.   Undertaking for Costs . . . . . . . . . . . . . . . . .   44
     Section 515.   Waiver of Usury, Stay or Extension Laws . . . . . . . .   44

ARTICLE SIX         THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . .   45
     Section 601.   Certain Duties and Responsibilities . . . . . . . . . .   45
     Section 602.   Notice of Defaults  . . . . . . . . . . . . . . . . . .   45
     Section 603.   Certain Rights of Trustee . . . . . . . . . . . . . . .   45
     Section 604.   Not Responsible for Recitals or Issuance of Securities.   46
     Section 605.   May Hold Securities . . . . . . . . . . . . . . . . . .   46
     Section 606.   Money Held in Trust . . . . . . . . . . . . . . . . . .   47
     Section 607.   Compensation and Reimbursement  . . . . . . . . . . . .   47
     Section 608.   Disqualification; Conflicting Interests . . . . . . . .   47
     Section 609.   Corporate Trustee Required; Eligibility . . . . . . . .   48
</TABLE>






                                      -v-

<PAGE>   7

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                 <C>                                                       <C>
     Section 610.   Resignation and Removal; Appointment of Successor . . .   48
     Section 611.   Acceptance of Appointment by Successor  . . . . . . . .   49
     Section 612.   Merger, Conversion, Consolidation or Succession to
                    Business  . . . . . . . . . . . . . . . . . . . . . . .   50
     Section 613.   Preferential Collection of Claims Against Company . . .   50
     Section 614.   Appointment of Authenticating Agent . . . . . . . . . .   50

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

ARTICLE EIGHT       CONSOLIDATION, MERGER, CONVEYANCE,
                    TRANSFER OR LEASE . . . . . . . . . . . . . . . . . . .   53
     Section 801.   Company May Consolidate, Etc., Only on Certain Terms  .   53
     Section 802.   Successor Corporation Substituted . . . . . . . . . . .   54

ARTICLE NINE        SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . .   54
     Section 901.   Supplemental Indentures Without Consent of Holders  . .   54
     Section 902.   Supplemental Indentures With Consent of Holders . . . .   56
     Section 903.   Execution of Supplemental Indentures  . . . . . . . . .   57
     Section 904.   Effect of Supplemental Indentures . . . . . . . . . . .   57
     Section 905.   Conformity with Trust Indenture Act . . . . . . . . . .   57
     Section 906.   Reference in Securities to Supplemental Indentures  . .   57

ARTICLE TEN         COVENANTS . . . . . . . . . . . . . . . . . . . . . . .   58
     Section 1001.  Payment of Principal, Premium and Interest  . . . . . .   58
     Section 1002.  Maintenance of Office or Agency . . . . . . . . . . . .   58
     Section 1003.  Money for Security Payments to Be Held in Trust . . . .   59
     Section 1004.  Limitation on Liens . . . . . . . . . . . . . . . . . .   60
     Section 1005.  Restrictions on Sales and Leasebacks. . . . . . . . . .   62
     Section 1006.  Statement by Officers as to Default . . . . . . . . . .   63
     Section 1007.  Waiver of Certain Covenants . . . . . . . . . . . . . .   63

ARTICLE ELEVEN      REDEMPTION OF SECURITIES  . . . . . . . . . . . . . . .   64
     Section 1101.  Applicability of Article  . . . . . . . . . . . . . . .   64
     Section 1102.  Election to Redeem; Notice to Trustee . . . . . . . . .   64
     Section 1103.  Selection by Trustee of Securities to Be Redeemed . . .   64
     Section 1104.  Notice of Redemption  . . . . . . . . . . . . . . . . .   65
     Section 1105.  Deposit of Redemption Price . . . . . . . . . . . . . .   66
     Section 1106.  Securities Payable on Redemption Date . . . . . . . . .   66
     Section 1107.  Securities Redeemed in Part . . . . . . . . . . . . . .   67
</TABLE>






                                      -vi-

<PAGE>   8

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                 <C>                                                       <C>
     Section 1108.  Purchase of Securities  . . . . . . . . . . . . . . . .   67
     Section 1109.  Effect of Notice of Redemption  . . . . . . . . . . . .   67

ARTICLE TWELVE      SINKING FUNDS . . . . . . . . . . . . . . . . . . . . .   67
     Section 1201.  Applicability of Article  . . . . . . . . . . . . . . .   67
     Section 1202.  Satisfaction of Sinking Fund Payments with Securities .   68
     Section 1203.  Redemption of Securities for Sinking Fund . . . . . . .   68

ARTICLE THIRTEEN    DEFEASANCE AND COVENANT DEFEASANCE  . . . . . . . . . .   68
     Section 1301.  Company's Option to Effect Defeasance or Covenant
                    Defeasance  . . . . . . . . . . . . . . . . . . . . . .   68
     Section 1302.  Defeasance and Discharge  . . . . . . . . . . . . . . .   69
     Section 1303.  Covenant Defeasance . . . . . . . . . . . . . . . . . .   69
     Section 1304.  Conditions to Defeasance or Covenant Defeasance . . . .   70
     Section 1305.  Deposited Money and U.S. Government Obligations to be
                    Held in Trust; Other Miscellaneous Provisions . . . . .   71
     Section 1306.  Reinstatement . . . . . . . . . . . . . . . . . . . . .   72
</TABLE>






                                     -vii-

<PAGE>   9

              INDENTURE, dated as of _____________ __, __, between NOBLE
AFFILIATES, INC., a corporation duly organized and validly existing under the
laws of the State of Delaware (the "Company"), having its principal office at
110 West Broadway, Ardmore, Oklahoma  73401, and
_______________________________ ______________________, a
_______________________________, as Trustee (the "Trustee").

                            RECITALS OF THE COMPANY

              The Company has duly authorized the creation of an issue of its
[Description of Senior Debt Securities] (the "Securities") of substantially the
tenor and amount hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture.

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

              NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 101.  Definitions.

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

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

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

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

              (4)    the words "Article" and "Section" refer to an Article and
       Section, respectively, of this Indenture; and






<PAGE>   10

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

              Certain terms, used principally in Articles Six and Ten, are
defined in those Articles.

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

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

              "Attributable Debt" means, when used with respect to any Sale and
Leaseback Transaction, as at the time of determination, the present value
(discounted at a rate equal to the Company's then current weighted average cost
of funds for borrowed money as at the time of determination, compounded on a
semiannual basis) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in the Sale and Leaseback
Transaction (including any period for which such lease has been extended).

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

              "Authorized Newspaper" means a newspaper, in the English language
or an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of 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 Business Day.

              "Bearer Security" means any Security in the form established
pursuant to Section 201 which is payable to bearer, including, without
limitation, unless the context otherwise indicates, a Security in temporary or
permanent global bearer form.

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

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





                                      -2-

<PAGE>   11

              "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in New York, New
York or Dallas, Texas are authorized or obligated by law or executive order to
close.

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

              "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 in each case shall include any
other obligor upon the Securities.

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

              "Consolidated Net Tangible Assets" means the total of all assets
included in a consolidated balance sheet of the Company and its Restricted
Subsidiaries, prepared in accordance with generally accepted accounting
principles (and as of a date not more than 90 days prior to the date as of
which Consolidated Net Tangible Assets are to be determined), less the sum of
the following items each as included in such balance sheet:

              (i)    all current liabilities;

              (ii)   all depreciation, depletion, valuation and other reserves;

             (iii)  all goodwill, trade names, trademarks, patents,
       unamortized debt discount and expense and other like intangibles;

              (iv)   investments in and advances to Subsidiaries that are not
       Restricted Subsidiaries; and

              (v)    minority interests in the equity of Restricted
                     Subsidiaries.

              "Corporate Trust Office" means the principal office of the
Trustee at ____________________________________________, at which its corporate
trust business shall be administered.

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

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

              "Covenant Defeasance" has the meaning specified in Section 1303.





                                      -3-

<PAGE>   12


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

              "Defeasance" has the meaning specified in Section 1302.

              "Defeasible Series" has the meaning specified in Section 1301.

              "Depositary" means, with respect to the Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated in Section 301.

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

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

              "Global Security" means a Security that evidences all or part of
the Securities of any series and is authenticated and delivered to the
Depositary for such Securities or a nominee thereof.  Global Securities may be
issued in either registered or bearer form and in either temporary or permanent
form.  Permanent Global Securities will be issued in definitive form (the
"Permanent Global Security").

              "Holder", when used with respect to any Security, means in the
case of a Registered Security the Person in whose name the Security is
registered in the Security Register and in the case of a Bearer Security the
bearer thereof and, when used with respect to any coupon, means the bearer of
thereof.

              "Hydrocarbons" means oil, gas and other liquid or gaseous
hydrocarbons.

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

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

              "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

              "Issue Date" means ______________, ______________.

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

              "Mineral Interests" mean leasehold and other interests of the
Company or a Restricted Subsidiary in or under oil, gas or other mineral fee
interests, overriding royalty and





                                      -4-

<PAGE>   13

royalty interests and any other interest in Hydrocarbons and any other interest
in minerals in place, wherever located, and classified by the Board of
Directors of the Company as capable of producing Hydrocarbons by the Company or
a Restricted Subsidiary, except any Mineral Interest which in the opinion of
the Board of Directors of the Company is not of material importance to the
total business conducted by the Company and its Restricted Subsidiaries.

              "Officers' Certificate" means a certificate signed by the
principal executive officer and the principal financial officer or principal
accounting officer, of the Company, and delivered to the Trustee.

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

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

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

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

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

              (iii)  Securities as to which Defeasance has been effective
       pursuant to Section 1302; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof to such date pursuant to Section 502, (B) the principal amount
of a Security denominated





                                      -5-

<PAGE>   14

in one or more foreign currencies or currency units shall be the U.S. dollar
equivalent, determined in the manner provided as contemplated by Section 301 on
the date of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the U.S. dollar equivalent on
the date of original issuance of such Security of the amount determined as
provided in Clause (A) above) of such Security, and (C) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded.  Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

              "Permanent Global Securities" has the same definition as assigned
under the definition of "Global Security."

              "Person" means any individual, Corporation or government or any
agency or political subdivision thereof.

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

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

              "Preferred Stock," as applied to the stock of any corporation,
shall mean stock ranking prior to the shares of any other class of stock of
such corporation as to the payment of dividends or the distribution of assets
on any voluntary or involuntary liquidation.

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

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

              "Registered Security" means any Security in the form established
pursuant to Article Two which is registered in the Security Register.





                                      -6-

<PAGE>   15


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

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

              "Restricted Subsidiary" means any Subsidiary the assets of which
comprise in excess of 15% of total consolidated assets of the Company and its
consolidated Subsidiaries as included in the latest audited consolidated
balance sheet contained in the latest annual report sent to the Company's
shareholders.

              "Sale and Leaseback Transaction" means any arrangement with any
Person providing for the leasing by the Company or any Restricted Subsidiary,
for a period of more than three years, of any real or tangible personal
property which has been, or is to be, sold or transferred by the Company or
such Restricted Subsidiary to such Person in contemplation of such leasing.

              "Securities" has the meaning set forth in the recitals of this
Indenture.

              "Security" means any of the Securities.

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

              "Senior Indebtedness" means the principal of and premium, if any,
and unpaid interest on the following, whether outstanding at the date hereof or
thereafter incurred or created: (i) indebtedness of the Company for money
borrowed (including purchase money obligations) evidenced by notes or other
written obligations; (ii) indebtedness of the Company evidenced by notes,
debentures, bonds or other securities issued under the provisions of an
indenture or other similar instrument; (iii) obligations of the Company as
lessee under capitalized leases and under leases of property made as part of
any Sale and Leaseback Transaction; (iv) obligations of the Company in respect
of letters of credit issued for its account and swaps of interest rates (and
other interest rate hedging agreements) to which the Company is a party; (v)
indebtedness of others of any of the kinds described in the preceding clauses
(i) through (iv) assumed or guaranteed by the Company and (vi) renewals,
extensions and refundings of, and indebtedness and obligations of a successor
Person issued in exchange for or in replacement of, indebtedness or obligations
of the kind described in the preceding clauses (i) through (v); provided,
however, that the following shall not constitute Senior Indebtedness: (a) any
indebtedness or obligation which by its terms refers explicitly to subordinated
debt and states that such indebtedness and obligation shall not be senior in
right of payment thereto; (b) any





                                      -7-

<PAGE>   16

indebtedness or obligation of the Company in respect of the Securities and (c)
any indebtedness or obligation of the Company to any Subsidiary.

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

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

              "Subsidiary" means a Corporation more than 50% of the outstanding
voting stock or other voting or managing ownership interest of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries.  For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

              "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 905; provided, however, that in the event the Trust Indenture Act is
amended after such date, Trust Indenture Act means, to the extent required by
any such amendment, the Trust Indenture Act as so amended.

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

              "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".

Section 102.  Compliance Certificates and Opinions.

              Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

              Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, where applicable in
conjunction with this Indenture, shall comply with the requirements set forth
in the Trust Indenture Act, including, but not necessarily limited to:





                                      -8-

<PAGE>   17


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

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

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

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

Section 103.  Form of Documents Delivered to Trustee.

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

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

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

Section 104.  Acts of Holders.

              (a)    Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or





                                      -9-

<PAGE>   18

instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments.  Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

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

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

              (d)    The principal amount and serial numbers of Bearer
Securities held by any Person, and the date 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, wherever
situated, if such certificate shall be deemed by 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 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 (i) another certificate
bearing a later date issued in respect of the same Bearer Security is produced,
(ii) such Bearer Security is produced to the Trustee by some other Person,
(iii) such Bearer Security is surrendered in exchange for a Registered Security
or (iv) such Bearer Security is no longer Outstanding. The principal amount and
serial numbers of Bearer Securities held by any Person, and the date of holding
the same, may also be proved in any other manner which the Trustee deems
sufficient.

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

              (f)    The Company may, in the circumstances permitted by the
Trust Indenture Act, set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities of such series. With regard to any record date
set pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date (or their duly appointed agents), and only
such Persons, shall be entitled to give or take the relevant





                                      -10-

<PAGE>   19

action, whether or not such Holders remain Holders after such record date. With
regard to any action that may be given or taken hereunder only by Holders of a
requisite principal amount of Outstanding Securities of any series (or their
duly appointed agents) and for which a record date is set pursuant to this
paragraph, the Company may, at its option, set an expiration date after which
no such action purported to be given or taken by any Holder shall be effective
hereunder unless given or taken on or prior to such expiration date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date (or their duly appointed agents). On or prior to any
expiration date set pursuant to this paragraph, the Company may, on one or more
occasions at its option, extend such date to any later date. Nothing in this
paragraph shall prevent any Holder (or any duly appointed agent thereof) from
giving or taking, after any such expiration date, any action identical to, or,
at any time, contrary to or different from, the action or purported action to
which such expiration date relates, in which event the Company may set a record
date in respect thereof pursuant to this paragraph. Nothing in this paragraph
shall be construed to render ineffective any action taken at any time by the
Holders (or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is so
taken. Notwithstanding the foregoing or the Trust Indenture Act, the Company
shall not set a record date for, and the provisions of this paragraph shall not
apply with respect to, any notice, declaration or direction referred to in the
next paragraph.

              (g)    Upon receipt by the Trustee from any Holder of Securities
of a particular series of (i) any written notice of default or breach referred
to in Section 501(4) or 501(5) with respect to Securities of such series, if
such default or breach has occurred and is continuing and the Trustee shall not
have given such written notice to the Company, (ii) any declaration of
acceleration referred to in Section 502, if an Event of Default with respect to
Securities of such series has occurred and is continuing and the Trustee shall
not have given such a declaration to the Company, or (iii) any direction
referred to in Section 512 with respect to Securities of such series, if the
Trustee shall not have taken the action specified in such direction, then a
record date shall automatically and without any action by the Company or the
Trustee be set for determining the Holders of Outstanding Securities of such
series entitled to join in such notice, declaration or direction, which record
date shall be the close of business on the tenth day following the day on which
the Trustee receives such notice, declaration or direction. Promptly after such
receipt by the Trustee, and in any case not later than the fifth day
thereafter, the Trustee shall notify the Company and the Holders of Outstanding
Series of such series of any such record date so fixed. The Holders of
Outstanding Securities of such series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such
notice, declaration or direction, whether or not such Holders remain Holders
after such record date; provided that, unless such notice, declaration or
direction shall have become effective by virtue of Holders of the requisite
principal amount of Outstanding Securities of such series on such record date
(or their duly appointed agents) having joined therein on or prior to the 90th
day after such record date, such notice, declaration or direction shall
automatically and without any action by any Person be cancelled and of no
further effect. Nothing in this paragraph shall be construed to prevent a
Holder (or a duly appointed agent thereof) from giving, before or after the
expiration of such 90-day period, a notice, declaration or direction contrary
to or different from, or, after the expiration of such period, identical to,
the notice, declaration or direction to which such record date relates, in
which event a new record date in respect thereof shall be set





                                      -11-

<PAGE>   20

pursuant to this paragraph. Nothing in this paragraph shall be construed to
render ineffective any notice, declaration or direction of the type referred to
in this paragraph given at any time to the Trustee and the Company by Holders
(or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such notice,
declaration or direction is so given.

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

Section 105.  Notices, Etc., to Trustee and Company.

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

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

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

       If a notice or communication is mailed in the manner provided above, it
is duly given, whether or not received by the addressee.

Section 106.  Notice to Holders; Waiver.

              Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) (i) to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date,
and not earlier than the earliest date (if any), prescribed for the giving of
such notice, and (ii) to Holders of Bearer Securities if published in an
Authorized Newspaper in the City of New York and London or other capital city
in Western Europe and in such other city or cities as may be specified in such
Bearer Securities on a Business Day at least twice, the first such publication
to be not earlier than the earliest date (if any), and not later than the
latest date (if any), prescribed for the giving of such notice.  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





                                      -12-

<PAGE>   21

of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.  If the Company mails a notice or communication to the Holders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent or co-
registrar.  If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.

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

              In case by reason of the suspension 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 made
with the approval of the Trustee for such Securities shall constitute
sufficient notice to such Holders for every purpose hereunder.  Neither the
failure to give notice by publication to Holders of Bearer Securities as
provided above, not any defect in any notice so published, shall effect the
sufficiency of any notice to Holder of Registered Securities given as provided
herein.

Section 107.  Conflict with Trust Indenture Act.

              If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control.  If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.  The provisions of the Trust Indenture Act that
impose duties on any Person (including provisions automatically deemed included
in this Indenture unless the Indenture provides that such provisions are
excluded) are a part of and govern this Indenture, whether or not physically
contained herein, shall be deemed retroactively to govern this Indenture, and
prospectively to govern this Indenture and shall be deemed retroactively to
amend and supersede inconsistent provisions in this Indenture.  The foregoing
provisions of this Section shall not be deemed to effect the inclusion (by
retroactive amendment or otherwise) in the text of this Indenture of any of the
optional provisions contemplated by the Trust Indenture Act.

Section 108.  Effect of Headings and Table of Contents.

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





                                      -13-

<PAGE>   22

Section 109.  Successors and Assigns.

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

Section 110.  Separability Clause.

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

Section 111.  Benefits of Indenture.

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

Section 112.  Governing Law.

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

Section 113.  Legal Holidays.

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

Section 114.  Rules by Trustee, Paying Agent and Registrar.

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





                                      -14-

<PAGE>   23

                                  ARTICLE TWO

                                 SECURITY FORMS

Section 201.  Forms Generally.

              The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons appertaining thereto and
the Trustee's certificates of authentication shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities and coupons appertaining thereto, if any, as
evidenced by their execution of the Securities and coupons appertaining
thereto, if any. If temporary Securities of any series are issued in global
form as permitted by Section 304, the form thereof shall be established as
provided in the preceding sentence. If the form of Securities of any series and
coupons appertaining thereto, if any, is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities (or any such temporary global security) and coupons appertaining
thereto, if any.

              Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons appertaining thereto attached.

              The definitive Securities and coupons appertaining thereto, if
any, shall be printed, lithographed or engraved or produced by any combination
of these methods on steel engraved borders or may be produced in any other
manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

Section 202.  Form of Face of Registered Security.

                             NOBLE AFFILIATES, INC.

                    [Description of Senior Debt Securities]

No. _________________                                           $______________

              NOBLE AFFILIATES, INC., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________________________, or
registered assigns, the principal sum of ____________________________________





                                      -15-

<PAGE>   24

______________________________________ Dollars on _____________ __, ____, and
to pay interest thereon from _____________ __, ____, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually on _____________ and _____________, in each year, commencing
_____________ __, ____, at the rate of ___% per annum, until the principal
hereof is paid or made available for payment.  Interest on the Securities shall
be computed 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 will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the ____________ or ____________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.  Payment of the
principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, 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.  The Company, however, may pay principal and
interest by check payable in such money.  At the option of the Company, payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

              Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.  The Indenture
includes limitations on the right of the Holder to institute a proceeding,
judicial or otherwise, with respect to the Indenture, for the appointment of a
receiver or trustee, or for any other remedy under the Indenture.

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





                                      -16-

<PAGE>   25

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

Dated:
                                           NOBLE AFFILIATES, INC.


                                           By:___________________________
Attest:


______________________________


Section 203.  Form of Reverse of Security.

              This Security is one of a duly authorized issue of Securities of
the Company designated as its [Description of Senior Debt Securities] (herein
called the "Securities"), limited in aggregate principal amount up to
$_________ _______ (subject to an increase of up to $__________ aggregate
principal amount), issued and to be issued under an Indenture, dated as of
_____________ __, ____ (herein called the "Indenture"), between the Company and
______________ ________________________, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee, the holders of Senior
Indebtedness and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

              [If applicable, insert the following paragraph.]

              The Securities are not otherwise subject to redemption prior to
maturity and no sinking fund is provided for the Securities.

              [If applicable, insert the following paragraph.]

              [The Securities are subject to redemption upon not less than 15
nor more than 60 days' notice by first-class mail, postage prepaid, at any time
on or after _____________ __, ____, as a whole or in part, at the election of
the Company, at the following Redemption Prices (expressed as percentages of
the principal amount):  if redeemed during the 12 month period beginning
____________ of the years indicated,

              Redemption                                 Redemption
              ----------                                 ----------

              Year   Price                               Year   Price
              ----   -----                               ----   -----





                                      -17-

<PAGE>   26



and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption with accrued and unpaid interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.

              [If applicable, insert the following paragraph.]

              In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

              If an Event of Default, as defined in the Indenture, shall occur
and be continuing, the principal of all the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.

              The Indenture contains provisions for defeasance at any time of
((1) the entire indebtedness of this Security or (2)) certain restrictive
covenants and Events of Default with respect to this Security, in each case
upon compliance with certain conditions set forth in the Indenture.

   [If the Security is not an Original Issue Discount Security, insert the
                            following paragraph.]

              If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.

     [If the Security is an Original Issue Discount Security, insert the
                            following paragraph.]

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

              The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of at least a majority in aggregate principal amount of the
Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain





                                      -18-

<PAGE>   27

provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.

              The Indenture provides that no Holder of any Security may enforce
any remedy under the Indenture except in the case of failure of the Trustee to
act after notice of default and after request by the Holders of 25% in
principal amount of the Outstanding Securities and the offer and, if requested,
provision to the Trustee of reasonable indemnity satisfactory to the Trustee;
provided, however, that such provision shall not prevent the Holder hereof from
enforcing payment of the principal of or interest on this Security after the
same shall have become due.

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

              As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar and duly executed
by the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

              The Securities 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 therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the Holder surrendering
the same.

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

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





                                      -19-

<PAGE>   28

              This Security and the rights of the Holder hereof shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws.

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


Date:                              Your Signature:                         
       ---------------------                        ---------------------------
                                                    (Sign exactly as your name 
                                                    appears on the other side of
                                                    this Security)

Your Social Security or
Tax Identification Number:
                          -----------------------------------------------------

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

Note:  Signature(s) must be guaranteed by an eligible guarantor institution
       meeting the requirements of the Trustee, which requirements will include
       membership or participation in STAMP or such other "signature guarantee
       program" as may be determined by the Trustee in addition to, or in
       substitution for, STAMP, all in accordance with the Securities Exchange
       Act of 1934, as amended.

Section 204.  Form of Legend for Global Securities.

              Every Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:

              This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof.  This Security may not be transferred to, or registered
or exchanged for Securities registered in the name of, any Person other than
the Depositary or a nominee thereof and no such transfer may be registered,
except in the limited circumstances described in the Indenture.  Every Security
authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, this Security shall be a Global Security subject to the
foregoing, except in such limited circumstances.





                                      -20-

<PAGE>   29

Section 205.  Form of Trustee's Certificate of Authentication.

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

                                           [INDENTURE TRUSTEE],
                                             as Trustee



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

Section 206.  Form of Assignment.

                                   ASSIGNMENT

For value received 
                   -------------------------------------------------------------
hereby sell(s), assign(s) and transfer(s) unto

- -----------------------------------------------------------------, -------------
- -----------
           [Please insert social security or other identifying number of 
assignee], the within Security, hereby irrevocably constituting and appointing
- ----------------------------------------------- attorney to transfer the said
Security on the books of the Company, with full power of substitution in the
premises.

Date: 
     -----------------------              --------------------------------------
                                          Signature(s)

                                          Note:  The signature(s) to
                                          this assignment must correspond with 
                                          the name as it appears upon the face 
                                          of the within Security in every
                                          particular, without alteration, or 
                                          enlargement or any change whatever.

- ---------------------------------------
Signature Guarantee

Note:  Signature(s) must be guaranteed by an eligible guarantor institution
       meeting the requirements of the Trustee, which requirements will include
       membership or participation in STAMP or such other "signature guarantee
       program" as may be determined by the Trustee in addition to, or in
       substitution for, STAMP, all in accordance with the Securities Exchange
       Act of 1934, as amended.





                                      -21-

<PAGE>   30

                                 ARTICLE THREE

                                 THE SECURITIES
Section 301.  Title and Terms.

              The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to the sum of (a)
$_______________ and (b) such aggregate principal amount (which may not exceed
$__________ aggregate principal amount) of Securities as shall be purchased by
the "Underwriters" on the "Option Closing Date" (both as defined in the
Underwriting Agreement) pursuant to and in accordance with the terms and
provisions of the Underwriting Agreement, dated _____________________,
___________, between the Company and ___________________________________[, as
representative of the several underwriters], except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or
1107.

              The Securities shall be known and designated as the [Description
of Senior Debt Securities] of the Company.  Their Stated Maturity shall be
_____________ __, ____ and they shall bear interest at the rate of ___% per
annum, from _____________, __, _____, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may be,
payable semiannually on __________ and __________, commencing   ______________,
_____, until the principal thereof is paid or made available for payment.

              The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, maintained for such purpose and at
any other office or agency maintained by the Company for such purpose;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

              The Securities shall be redeemable as provided in Article Eleven.

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

              (a)    whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities or both, whether any Securities of the
series are to be issuable initially in temporary global form and whether any
Securities of the series are to be issuable in permanent global form or
otherwise, with or without coupons appertaining thereto and, if so, whether
beneficial owners of interests in any such permanent Global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 305, and
the Depositary for any Global Security or Securities;





                                      -22-

<PAGE>   31

              (b)    the manner in which, or the Person to whom, any interest
on any Bearer Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they
severally mature and the extent to which, or the manner in which, any interest
payable on a temporary Global Security on any Interest Payment Date will be
paid if other than in the manner provided in Section 305;

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

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

              (e)    if the amount of payments of principal of or any premium
or interest on any Securities of the series may be determined with reference to
an index, the manner in which such amounts shall be determined;

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

              (g)    if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502;

              (h)    the applicability, nonapplicability or variation, of
Sections 1004 or 1005 with respect to the Securities of such Series;

              (i)    if applicable, that the Securities of the series shall be
subject to either or both of Defeasance or Covenant Defeasance as provided in
Article Thirteen;

              (j)    if and as applicable, that the Securities of the series
shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global
Security or Global Securities and any circumstances other than those set forth
in Section 305 in which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of, a Person
other than the Depositary for such Global Security or a nominee thereof and in
which any such transfer may be registered; and





                                      -23-

<PAGE>   32

              (k)    any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 303) set forth,
or determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

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

Section 302.  Denominations.

              The Securities shall be issuable in such denominations as shall
be specified as contemplated by Section 301.  In the absence of any such
specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.

              The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.  Coupons shall bear the facsimile
signature of the Chairman of the Board, President, Treasurer or any Vice
President of the Company.

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

              At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupons appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise; provided, however, that, in
connection with its sale, during the "restricted period" (as defined in Section
1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States; and provided, further, that a Bearer Security (other than a temporary
Global Security in bearer form delivered as provided in Section 305) may be
delivered outside the United States in connection with its original issuance
and only if the Person entitled to receive





                                      -24-

<PAGE>   33

such Bearer Security shall have furnished a certificate in the form set forth
in Exhibit A to this Indenture, or in such other form of certificate as shall
contain information then required by federal income tax laws and, if
applicable, federal securities laws, dated no earlier than the date of
certification (the "Certification Date"). If any Security shall be represented
by a permanent global Bearer Security, then, for purposes of this Section and
Section 305, the notation of a beneficial owner's interest therein upon
original issuance of such Security or upon exchange of a portion of a temporary
Global Security shall be deemed to be delivery in connection with sale, during
the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the
United States Treasury Regulations) of such beneficial owner's interest in such
permanent Global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If the form
or terms of the Securities of the series have been established in or pursuant
to one or more Board Resolutions as permitted by Sections 201 and 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

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

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

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

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

              Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date of
issuance of the first Bearer Security of such series to be issued.

              No Security or coupons 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, or the Security to which such coupon
appertains, a certificate of authentication substantially in





                                      -25-

<PAGE>   34

the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

Section 304.  Temporary Securities.

              Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued in registered form or, if authorized, in bearer form with one or
more coupons appertaining thereto or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities.  In the case of any series issuable as Bearer Securities, such
temporary Securities may be in global form.  A temporary Bearer Security shall
be delivered only in compliance with the conditions set forth in Section 303.

              Except in the case of temporary Securities in global form (which 
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series without charge to the Holder.  Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor. Until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor; provided
however that no Bearer Security shall be issued in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
(including interests in a permanent Global Security) shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 303.

              Any temporary global Bearer Security and any permanent global
Bearer Security shall, unless otherwise provided therein, be delivered to the
London office of a depositary or common depositary (the "Common Depositary")
for the benefit of [Euroclear and CEDEL S.A.] for credit to the respective
accounts of the beneficial owners of such Securities (or to such other accounts
as they may direct).

              Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Bearer Security of a series (the "Exchange Date"), the Company shall
deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such temporary global Bearer
Security, executed by the Company. On or after the Exchange Date such temporary
global Bearer Security shall be surrendered by the Common Depositary to the
Trustee, as the





                                      -26-

<PAGE>   35

Company's agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities of that series without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
temporary global Bearer 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 temporary global Bearer Security to be
exchanged; provided however, that unless otherwise specified in such temporary
global Bearer Security, no such definitive Securities shall be delivered
unless, upon such presentation by the Common Depositary, such temporary global
Bearer Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by [Euroclear] as to the portion of such temporary
global Bearer Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by [CEDEL
S.A.] as to the portion of such temporary global Bearer Security held for its
account then to be exchanged, each in the form set forth in Exhibit B to this
Indenture. The definitive Securities to be delivered in exchange for any such
temporary global Bearer Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and if any
combination thereof is so specified, as requested by the beneficial owner
thereof.

              Unless otherwise specified in the temporary global Bearer
Security, the interest of a beneficial owner of Securities of a series in a
temporary global Bearer Security shall be exchanged on or after the Exchange
Date for definitive Securities (and where the form of the definitive Securities
is not specified by the Holder for an interest in a permanent Global Security)
of the same series and of like tenor upon delivery by such beneficial owner to
[Euroclear or CEDEL S.A.], as the case may be, of a certificate in the form set
forth in Exhibit A to this Indenture dated no earlier than the Certification
Date, copies of which certificate shall be available from the offices of
[Euroclear and CEDEL S.A.], the Trustee, any Authenticating Agent appointed for
such series of Securities and each Paying Agent. Unless otherwise specified in
such temporary global Bearer Security, any exchange shall be made free of
charge to the beneficial owners of such temporary global Bearer Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in person at the office of
[Euroclear or CEDEL S.A.]. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Bearer Security shall be
delivered only outside the United States.

              All Outstanding temporary Securities of any series shall in all
respects entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section
301, interest payable on a temporary global Bearer Security on an Interest
Payment Date for Securities of such series shall be payable to [Euroclear and
CEDEL S.A.] on such Interest Payment Date upon delivery by [Euroclear and CEDEL
S.A.] to the Trustee of a certificate or certificates in the form set forth in
Exhibit B to this Indenture, for credit without further interest on or after
such Interest Payment Date to the respective accounts of the Persons who are
the beneficial owners of such temporary global Bearer Security on such Interest
Payment Date and who have each delivered to [Euroclear or CEDEL S.A.], as the
case may be, a certificate in the form set forth in Exhibit A to this
Indenture. Any interest so received by





                                      -27-

<PAGE>   36

[Euroclear and CEDEL S.A.] and not paid as herein provided shall be returned to
the Trustee immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company in accordance with
Section 1003.

Section 305.  Registration, Registration of Transfer and Exchange.

              The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency designated pursuant to Section 1002 being herein
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities.  The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities as herein
provided.

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

              At the option of the Holder, Registered Securities of any series
may be exchanged for other Registered Securities of the same series, of any
authorized registered denominations and of a like aggregate principal amount,
upon surrender of the Registered Securities to be exchanged at such office or
agency.  Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.  A Holder of
Registered Securities cannot have Bearer Securities issued in exchange for such
Registered Securities.

              At the option of the Holder of Bearer Securities of any series,
such Bearer Securities may be exchanged for Registered Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Bearer Securities to be exchanged at
any office or agency, in a Place of Payment for that 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
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 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 from the Company the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor





                                      -28-

<PAGE>   37

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
relevant Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date for
payment, as the case may be, and interest or Defaulted Interest, as the case
may be, will 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 will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

              Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

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

              Neither the Company nor the Trustee nor any agent of either shall
be required (i) to issue, register the transfer of or exchange any Security
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Securities selected for redemption
under Section 1103 and ending at the close of business on (A) if Securities of
the series are issuable only as Registered Securities, the day of the mailing
of the relevant notice of redemption, and (B) if Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption, except that if Securities of the series are also issuable
as Registered Securities and there is no such publication, the day of the
mailing of the relevant notice of redemption, or (ii) to register the transfer
of or exchange any Registered Security so selected for redemption in whole or
in part, except the unredeemed portion of any Registered Security being
redeemed in part or (iii) to exchange any Bearer Security so selected for
redemption, except that such a Bearer Security may be exchanged for a
Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption.





                                      -29-

<PAGE>   38


              Notwithstanding any other provision in this Indenture, no
registered Global Security may be transferred to, or registered or exchanged
for Securities registered in the name of, any Person other than the Depositary
for such registered Global Security or any nominee thereof, and no such
transfer may be registered, unless (i) such Depositary (A) notifies the Company
that it is unwilling or unable to continue as Depositary for such registered
Global Security or (B) ceases to be a clearing agency registered under the
Exchange Act, (ii) the Company executes and delivers to the Trustee a Company
Order that such registered Global Security shall be so transferable,
registrable and exchangeable, and such transfers shall be registrable, (iii)
there shall have occurred and be continuing an Event of Default with respect to
the Securities evidenced by such registered Global Security or (iv) there shall
exist such other circumstances, if any, as have been specified for this purpose
as contemplated by Section 301.  Notwithstanding any other provision in this
Indenture, a registered Global Security to which the restriction set forth in
the preceding sentence shall have ceased to apply may be transferred only to,
and may be registered and exchanged for Registered Securities registered only
in the name or names of, such Person or Persons as the Depositary for such
registered Global Security shall have directed and no transfer thereof other
than such a transfer may be registered.

              Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a registered Global Security to
which the restriction set forth in the first sentence of the preceding
paragraph shall apply, whether pursuant to this Section, Section 304, 306, 906
or 1107 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a registered Global Security.

Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.

              If any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding with coupons corresponding to the
coupons, if any, appertaining to the surrendered Security.

              If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon appertaining thereto 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 actual 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 a Company Request the Trustee shall authenticate
and deliver, in lieu of any such 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 and of like tenor and principal amount and bearing
a number not contemporaneously outstanding with coupons 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.

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





                                      -30-

<PAGE>   39

Security, pay such Security; provided, however, that the principal of and any
premium in interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United
States.

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

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

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

Section 307.  Payment of Interest; Interest Rights Preserved.

              Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Registered Security which
is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Registered Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.  Interest on any Bearer Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment date shall be paid to the bearer of the applicable coupon appertaining
to such Bearer Security.  Unless otherwise provided with respect to the
Securities of any series, payment of interest may be made at the option of the
Company (i) in the case of Registered Securities, by check mailed or delivered
to the address of any Person entitled thereto as such address shall appear in
the Security Register, or (ii) in the case of Bearer Securities, except as
otherwise provided in Section 1002, upon presentation and surrender of the
appropriate coupon appertaining thereto at an office or agency of the Company
in a Place of Payment located outside the United States or by transfer to an
account maintained by the payee with a bank located outside the United States.

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





                                      -31-

<PAGE>   40

              (1)    The Company may elect to make payment of any Defaulted
       Interest to the Persons in whose names the Registered Securities (or
       their respective Predecessor Securities) are registered at the close of
       business on a Special Record Date for the payment of such Defaulted
       Interest, which shall be fixed in the following manner.  The Company
       shall notify the Trustee in writing of the amount of Defaulted Interest
       proposed to be paid on each Registered Security and the date of the
       proposed payment, and at the same time the Company shall deposit with
       the Trustee an amount of money equal to the aggregate amount proposed to
       be paid in respect of such Defaulted Interest or shall make arrangements
       satisfactory to the Trustee for such deposit prior to the date of the
       proposed payment, such money when deposited to be held in trust for the
       benefit of the Persons entitled to such Defaulted Interest as in this
       clause provided.  Thereupon the Trustee shall fix a Special Record Date
       for the payment of such Defaulted Interest which shall be not more than
       15 days and not less than 10 days prior to the date of the proposed
       payment and not less than 10 days after the receipt by the Trustee of
       the notice of the proposed payment.  The Trustee shall promptly notify
       the Company of such Special Record Date and, in the name and at the
       expense of the Company, shall cause notice of the proposed payment of
       such Defaulted Interest and the Special Record Date therefor to be
       mailed, first-class postage prepaid, to each Holder at his address as it
       appears in the Security Register, not less than 10 days prior to such
       Special Record Date.  Notice of the proposed payment of such Defaulted
       Interest and the Special Record Date therefor having been so mailed,
       such Defaulted Interest shall be paid to the Persons in whose names the
       Registered Securities (or their respective Predecessor Securities) are
       registered at the close of business on such Special Record Date and
       shall no longer be payable pursuant to the following clause (2).

              (2)    The Company may make payment of any Defaulted Interest on
       the Registered Securities of any series in any other lawful manner not
       inconsistent with the requirements of any securities exchange on which
       the Securities 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 manner of payment
       shall be deemed practicable by the Trustee.

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

Section 308.  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 as the owner of such Registered Security for the purpose of
receiving payment of and principal of (and premium, if any) and (subject to
Section 307) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.





                                      -32-

<PAGE>   41


Section 309.  Cancellation.

              All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee.  All Registered Securities and matured coupons so delivered shall be
promptly cancelled by the Trustee.  All Bearer Securities and unmatured coupons
so delivered shall be held by the Trustee and, upon instruction by a Company
Order, shall be cancelled or held for reissuance.  Bearer Securities and
unmatured coupons held for reissuance may be reissued only in replacement of
mutilated, lost, stolen or destroyed Bearer Securities of the same series and
like tender or the related coupons pursuant to Section 306.  All Bearer
Securities and unmatured coupons held by the Trustee pending such cancellation
of reissuance shall be deemed to be delivered to the Trustee for all purposes
of this Indenture and the Securities.  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 promptly cancelled by the
Trustee.  No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture.  All cancelled Securities held by the Trustee
shall be disposed of as directed by a Company Order.  The Company shall, within
120 days of a request therefor by the Trustee, deliver a Company Order
directing the destruction of cancelled Securities.  If the Company fails to
respond to such a request within such 120-day period, the Trustee may destroy
any or all cancelled Securities, in which case the Trustee shall deliver a
certificate as to such destruction to the Company.

              In the case of any temporary global Bearer Security, which shall
be disposed of if the entire aggregate principal amount of the Securities
represented thereby has been exchanged, the certificate of disposition shall
state that all certificates required pursuant to Section 304 hereof,
substantially in the form of Exhibit B hereto, to be given by [Euroclear or
CEDEL S.A.], have been duly presented to the Trustee for such Securities by
[Euroclear or CEDEL S.A.], as the case may be.  Permanent Global Securities
shall not be disposed of until exchanged in full for definitive Securities or
until payment thereon is made in full.

Section 310.  Computation of Interest.

              Interest on the Securities shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

Section 311.  CUSIP Number.

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





                                      -33-

<PAGE>   42

Section 312.  Book-Entry Provisions for Global Security.

              (a)    The Global Security initially shall be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary and be delivered to the Trustee as custodian for such Depositary.

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

              (c)    Transfers of the Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees.  Interests of beneficial owners in
the Global Security may be transferred in accordance with the rules and
procedures of the Depositary.  As soon as practicable Permanent Global
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in the Global Security if, and only if, either (1) the
Depositary notifies the Company that it is unwilling or unable to continue as
depositary for the Global Security and a successor depositary is not appointed
by the Company within 90 days of such notice, or (2) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depositary to issue Permanent Global Securities in lieu of all or a portion of
the Global Security (in which case the Company shall deliver Permanent Global
Securities within 30 days of such request).

              (d)    In connection with the transfer of the entire Global
Security to beneficial owners pursuant to this Section, the Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner or Agent Member identified by the Depositary, in exchange for
its beneficial interest in the Global Security, an equal aggregate principal
amount of Permanent Global Securities of authorized denominations.

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





                                      -34-

<PAGE>   43

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture.

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

              (1)    either

                     (A)  all Securities of a series theretofore authenticated
              and delivered and all coupons, if any, appertaining thereto
              (other than (i) coupons appertaining to Bearer Securities
              surrendered for exchange for Registered Securities and maturing
              after such exchange, whose surrender is not required or has been
              waived as provided in Section 305, (ii) Securities and coupons
              which have been destroyed, lost or stolen and which have been
              replaced or paid as provided in Section 306, (iii) coupons
              appertaining to Bearer Securities called for redemption and
              maturing after the relevant Redemption Date, whose surrender has
              been waived as provided in Section 1106, (iv) Securities which
              have been destroyed, lost or stolen and which have been replaced
              or paid as provided in Section 306 and (v) Securities and coupons
              for whose payment money has theretofore been deposited in trust
              or segregated and held in trust by the Company and thereafter
              repaid to the Company or discharged from such trust, as provided
              in Section 1003) have been delivered to the Trustee for
              cancellation; or

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

                            (i)    have become due and payable, or

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

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

              and the Company, in the case of (i), (ii) or (iii) above, has
              irrevocably deposited or caused to be irrevocably deposited with
              the Trustee as trust funds in trust for the purpose an amount
              sufficient to pay and discharge the entire indebtedness on such
              Securities and coupons appertaining thereto, if any, not
              theretofore delivered to the Trustee for cancellation, for
              principal (and premium, if any) and interest





                                      -35-

<PAGE>   44

              to the date of such deposit (in the case of Securities and coupons
              appertaining thereto, if any, which have become due and payable) 
              or to the Stated Maturity or Redemption Date, as the case may be;

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

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

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

Section 402.  Application of Trust Money.

              Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities,
the coupons (if any) and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee.

Section 403.  Reinstatement.

              If the Trustee or Paying Agent is unable to apply any money
deposited with respect to Securities of any series in accordance with Section
401 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's obligations under this Indenture
with respect to the Securities of such series and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 401 until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 401; provided, however, that if
the Company has made any payment of principal of (and premium, if any) or
interest on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.





                                      -36-

<PAGE>   45

                                  ARTICLE FIVE

                                    REMEDIES

Section 501.  Events of Default.

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

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

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

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

              (4)    default in the performance, or breach, of any covenant or
       warranty of the Company in this Indenture (other than a covenant or
       warranty, a default in whose performance or whose breach is elsewhere in
       this Section specifically dealt with), 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 10% in principal
       amount of the Outstanding Securities 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;

              (5)    default under any instrument or other evidence of
       indebtedness for money borrowed, or under any guarantee of payment by
       the Company or any Restricted Subsidiary of indebtedness for money
       borrowed, whether such indebtedness or guarantee now exists or shall
       hereafter be created, which default extends beyond any period of grace
       provided with respect thereto and which default relates to (a) the
       obligation to pay the principal of or interest on any such indebtedness
       or guarantee or (b) an obligation other than the obligation to pay the
       principal of or interest on any such indebtedness, if the effect of such
       event of default is to cause the acceleration of a principal amount of
       such indebtedness; provided, however, that no default under this Section
       501(5) shall exist if all such defaults do not relate to such
       indebtedness or such guarantees with an aggregate principal amount in
       excess of 5% of Consolidated Net Tangible Assets; and provided further,
       that if any such event of default has been cured or waived and any
       acceleration with respect thereto rescinded, or if such other
       indebtedness has been repaid or otherwise discharged, the Event of
       Default arising under this Section 501(5) by virtue thereof shall not be
       deemed to have occurred and any acceleration under this Section





                                      -37-

<PAGE>   46

       501(5) pursuant to Section 502 hereof shall ipso facto be rescinded so
       long as such rescission does not conflict with any judgment or decree;

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

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

Section 502.  Acceleration of Maturity; Rescission and Annulment.

              If an Event of Default with respect to Securities of any series
at the time Outstanding occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all the Securities of that series and the interest
accrued thereon to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders) and upon any such
declaration such principal and interest shall become immediately due and
payable.





                                      -38-

<PAGE>   47

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

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

                     (A)    all overdue interest on all Securities and coupons
              appertaining thereto, if any, of that series,

                     (B)    the principal of (and premium, if any, on) any
              Securities and coupons appertaining thereto, if any, of that
              series, which have become due otherwise than by such declaration
              of acceleration and interest thereon at the rate borne by the
              Securities,

                     (C)    to the extent that payment of such interest is
              lawful, interest upon overdue interest at the rate borne by the
              Securities and coupons appertaining thereto, if any, of that
              series, and

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

              and

              (2)    all Events of Default, other than the nonpayment of the
       principal of Securities and coupons appertaining thereto, if any, of
       that series, which have become due solely by such declaration of
       acceleration, have been cured or waived as provided in Section 513.

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

Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

              The Company covenants that if

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

              (2)    default is made in the payment of the principal of (or
       premium, if any, on) any Security at the Maturity thereof,





                                      -39-

<PAGE>   48

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

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

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

Section 504.  Trustee May File Proofs of Claim.

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

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

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





                                      -40-

<PAGE>   49

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

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

Section 505.  Trustee May Enforce Claims Without Possession of Securities.

              All rights of action and claims under this Indenture or 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 of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities or
coupons in respect of which such judgment has been recovered.  In any such
proceeding brought by the Trustee, the Trustee shall be deemed to represent all
Holders without the necessity of joining any Holders as parties.

Section 506.  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 the case of the distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the Securities or coupons
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

              FIRST:  To the payment of all costs and expenses in connection
       with the collection of such money and to the payment of all amounts due
       the Trustee under Section 607; and

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





                                      -41-

<PAGE>   50

Section 507.  Limitation on Suits.

              No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver 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 Securities of
       that series;

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

              (3)    such Holder or Holders offer and, if requested, provide to
       the Trustee indemnity satisfactory to the Trustee 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 and, if requested, provision 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 that
       series;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
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 the Holders.

Section 508.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest.

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

Section 509.  Restoration of Rights and Remedies.

              If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and





                                      -42-

<PAGE>   51

thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

Section 510.  Rights and Remedies Cumulative.

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

Section 511.  Delay or Omission Not Waiver.

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

Section 512.  Control by Holders.

              The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct in writing
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 that series, provided that

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

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

              (3)    subject to the provisions of Section 601, the Trustee
       shall have the right to decline to follow any such direction if the
       Trustee in good faith shall determine that the action so directed would
       involve the Trustee in personal liability or would be unduly prejudicial
       to Holders not joining in such direction.

              This Section 512 shall be in lieu of Section 316(a)(1)(A) of the
Trust Indenture Act and said Section 316(a)(1)(A) is hereby expressly excluded
from this Indenture, as permitted by the Trust Indenture Act.





                                      -43-

<PAGE>   52

Section 513.  Waiver of Past Defaults.

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

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

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

              Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.  This
Section 513 shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act
and said Section 316(a)(1)(B) is hereby expressly excluded from this Indenture,
as permitted by the Trust Indenture Act.

Section 514.  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, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of that series on
or after the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).  This Section 514
shall be in lieu of Section 315(e) of the Trust Indenture Act and said Section
315(e) is hereby expressly excluded from this Indenture, as permitted by the
Trust Indenture Act.

Section 515.  Waiver of Usury, Stay or Extension Laws.

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





                                      -44-

<PAGE>   53

such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


                                  ARTICLE SIX

                                  THE TRUSTEE

Section 601.  Certain Duties and Responsibilities.

              The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act.  Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

Section 602.  Notice of Defaults.

              The Trustee shall give the Holders notice of any default
hereunder as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4), 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.

Section 603.  Certain Rights of Trustee.

              Subject to the provisions of Section 601:

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

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

              (c)    whenever in the administration of this Indenture the
       Trustee shall deem it desirable that a matter be proved or established
       prior to taking, suffering or omitting any





                                      -45-

<PAGE>   54

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

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

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

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

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

Section 604.  Not Responsible for Recitals or Issuance of Securities.

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

Section 605.  May Hold Securities.

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





                                      -46-

<PAGE>   55

Section 606.  Money Held in Trust.

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

Section 607.  Compensation and Reimbursement.

              The Company agrees

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

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

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

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

              When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 501(6) or (7) occurs, the expenses
(including the reasonable charges and expenses of its agents, attorneys and
counsel) and the compensation for services shall be preferred over the status
of the Holders in any reorganization or similar proceeding and are intended to
constitute expenses of administration under any reorganization, bankruptcy or
similar law.

Section 608.  Disqualification; Conflicting Interests.

              If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
conflicting interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.
In the event that such Trustee fails to comply with the provisions of this
Section 608, Trustee shall, within ten days after failing to comply with this
Section 608, transmit





                                      -47-

<PAGE>   56

notice of such failure to the Indenture Security Holders in the manner and to
the extent provided for in Section 601.

Section 609.  Corporate Trustee Required; Eligibility.

              There shall at all times be a Trustee hereunder which shall be a
corporation or other Person that is qualified and eligible pursuant to the
Trust Indenture Act to act as such, has an office or agency in the Borough of
Manhattan, The City of New York, and has a combined capital and surplus of at
least $50,000,000 (or is a member or subsidiary of a bank holding system with
aggregate combined capital and surplus of at least $50,000,000).  If such
corporation or other Person publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.  No obligor upon any
Securities issued under this Indenture or person directly or indirectly
controlling, controlled by or under common control with such obligor shall
serve as Trustee under this Indenture.

Section 610.  Resignation and Removal; Appointment of Successor.

              (a)    No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 611.

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

              (c)    The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities
specifying such removal, delivered to the Trustee and to the Company.

              (d)    If at any time:

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

                     (2)    the Trustee shall cease to be eligible under
              Section 609 and shall fail to resign after written request
              therefor by the Company or by any such bona fide Holder described
              in (d)(1) above, or





                                      -48-

<PAGE>   57

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

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

              (e)    If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee.  If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company.  If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

              (f)    The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Security Register.  Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

Section 611.  Acceptance of Appointment by Successor.

              Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.  Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.





                                      -49-

<PAGE>   58

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

Section 612.  Merger, Conversion, Consolidation or Succession to Business.

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

Section 613.  Preferential Collection of Claims Against Company.

              If and when the Trustee shall be or become a creditor, directly
or indirectly, secured or unsecured, of the Company (or any other obligor upon
the Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor).

Section 614.  Appointment of Authenticating Agent.

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





                                      -50-

<PAGE>   59

accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

              An Authenticating Agent may resign at any time by giving 30 days'
written notice thereof to the Trustee and to the Company.  The Trustee may at
any time terminate the agency of an Authenticating Agent by giving 30 days'
written notice thereof to such Authenticating Agent and to the Company.  Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Security Register.  Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

              The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

              This is one of the Securities of the series described in the
within-mentioned Indenture.

                                           [INDENTURE TRUSTEE],
                                           As Trustee


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


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





                                      -51-

<PAGE>   60



                                 ARTICLE SEVEN

                           HOLDERS' LISTS AND REPORTS
                             BY TRUSTEE AND COMPANY

Section 701.  Company to Furnish Trustee Names and Addresses of Holders.

              The Company will furnish or cause to be furnished to the Trustee:

              (a)    semiannually, not more than 15 days after each Regular
       Record Date, a list for each series of Securities, in such form as the
       Trustee may reasonably require, of all information in the possession or
       control of the Company, or its paying agents, as to the names and
       addresses of the Holders as of such Regular Record Date, and

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

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

Section 702.  Preservation of Information; Communications To Holders.

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

              (b)    The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

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

Section 703.  Reports by Trustee.

              (a)    The Trustee shall transmit to Holders of Registered
Securities such reports concerning the Trustee and its actions under this
Indenture as may be required under this Indenture and pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12





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months shall be transmitted no later than May 15 of each year, commencing with
the May 15 first following the issuance of the Securities.

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

Section 704.  Reports by Company.

              The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.  In the event the Company is not subject to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Company shall file with the Trustee (a) within 60 days after the end of each of
the Company's first three fiscal quarters in each fiscal year, a report
containing unaudited financial statements with respect to such fiscal quarter
and (b) within 105 days after the end of the Company's fiscal year, a report
containing audited financial statements with respect to such fiscal year.


                                 ARTICLE EIGHT

                       CONSOLIDATION, MERGER, CONVEYANCE,
                               TRANSFER OR LEASE

Section 801.  Company May Consolidate, Etc., Only on Certain Terms.

              The Company shall not consolidate with or merge into any other
Person or convey, transfer, lease or otherwise dispose of its properties and
assets substantially as an entirety to any Person, and the Company shall not
permit any Person to consolidate with or merge into the Company or convey,
transfer, lease or otherwise dispose of its properties and assets substantially
as an entirety to the Company, unless:

              (1)    in case the Company shall consolidate with or merge into
       another Person or convey, transfer, lease or otherwise dispose of its
       properties and assets substantially as an entirety to any Person, the
       Person formed by such consolidation or into which the Company is merged
       or the Person which acquires by conveyance or transfer or otherwise, or
       which leases, the properties and assets of the Company substantially as
       an entirety shall be a Corporation or other similar legal entity, shall
       be organized and validly existing under the laws of the United States of
       America, any state thereof or the District of Columbia and shall
       expressly assume, by an indenture supplemental hereto, executed and
       delivered to the Trustee, in form satisfactory to the Trustee, the due
       and





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<PAGE>   62

       punctual payment of the principal of (and premium, if any) and interest
       on all the Securities and the performance of every covenant of this
       Indenture on the part of the Company to be performed or observed;

              (2)    immediately after giving effect to such transaction, no
       Event of Default, and no event which, after notice or lapse of time or
       both, would become an Event of Default, shall have happened and be
       continuing; and

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

Section 802.  Successor Corporation Substituted.

              Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer, lease or other
disposition of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer, lease or other disposition 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 relieved of all obligations and covenants under
this Indenture and the Securities and coupons.


                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders.

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

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

              (2)    to add to the covenants of the Company for the benefit of
       the Holders of all or any series of Securities and any coupons
       appertaining thereto (and if such covenants are to be for the benefit of
       less than all series of Securities and any coupons





                                      -54-

<PAGE>   63

       appertaining thereto, stating that such covenants are expressly being
       included solely for the benefit of such series) or to surrender any
       right or power herein conferred upon the Company; or

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

              (4)    to add to or change any of the provisions of this
       Indenture to provide that Bearer Securities may be registerable as to
       principal, to change or eliminate any restrictions on the payment of
       principal of or any premium or interest on Bearer Securities, to permit
       Bearer Securities to be issued in exchange for Registered Securities, to
       permit Bearer Securities to be issued in exchange for Bearer Securities
       of other authorized denominations or to permit or facilitate the
       issuance of Securities in uncertificated form; or

              (5)    to add to, change or eliminate any of the provisions of
       this Indenture in respect of one or more series of Securities, provided
       that any such addition, change or elimination (A) shall either (i) apply
       to any Security and coupons appertaining thereto, if any, of any series
       created prior to the execution of such supplemental indenture and
       entitled to the benefit of such provisions nor (ii) modify the rights of
       the Holder of any such Security and coupons appertaining thereto, if
       any, with respect to such provision or (B) shall become effective only
       when there is no such Security or coupons appertaining thereto,
       Outstanding; or

              (6)    to secure the Securities and coupons appertaining thereto,
       if any, pursuant to the requirements of Article Ten or otherwise; or

              (7)    to establish the form or terms of Securities and coupons
       appertaining thereto, if any, of any series as permitted by Sections 201
       and 301; or

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

              (9)    to cure any ambiguity, to correct or supplement any
       provision herein which may be inconsistent with any other provision
       herein or to make any other provisions with respect to matters or
       questions arising under this Indenture, provided such action pursuant to
       this clause (9) shall not adversely affect the interests of the Holders
       in any material respect.





                                      -55-

<PAGE>   64

Section 902.  Supplemental Indentures With Consent of Holders.

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

              (1)    change the Stated Maturity of the principal of, or any
       installment of principal of or interest on, any Security, or reduce the
       principal amount thereof or the rate of interest thereon or any premium
       payable upon the redemption thereof or reduce the amount of the
       principal of an Original Issue Discount Security that would be due and
       payable upon a declaration of acceleration of the Maturity thereof
       pursuant to Section 502, or change the Place of Payment where, or the
       coin or currency in which, any Security or any premium or the interest
       thereon is payable, or impair the right to institute suit for the
       enforcement of any such payment on or after the Stated Maturity thereof
       (or, in the case of redemption, on or after the Redemption Date), or

              (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

              (3)    modify any of the provisions of this Section, Section 513
       or Section 1007, 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.

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

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

              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any indenture
supplemental hereto.  If a record date is fixed, then those persons who were
Holders at such record date (or their duly designated





                                      -56-

<PAGE>   65

proxies), and only those persons, shall be entitled to consent to such
supplemental Indenture or to revoke any consent previously given, whether or
not such persons continue to be Holders after such record date.  No such
consent shall be valid or effective for more than 90 days after such record
date.

Section 903.  Execution of Supplemental Indentures.

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

Section 904.  Effect of Supplemental Indentures.

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

Section 905.  Conformity with Trust Indenture Act.

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

Section 906.  Reference in Securities to Supplemental Indentures.

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





                                      -57-

<PAGE>   66

                                  ARTICLE TEN

                                   COVENANTS

Section 1001. Payment of Principal, Premium and Interest.

              The Company will duly and punctually pay the principal of (and 
premium, if any) and interest on the Securities in accordance with the terms of
the Securities or any coupons appertaining thereto.  Unless otherwise specified
as contemplated by Section 301 with respect to any series of Securities, any
interest due on and payable with respect to Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments, as are evidenced thereby as they
severally mature.

Section 1002. Maintenance of Office or Agency.

              If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for any such
series of Securities, an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served.  If Securities of a series are issuable as Bearer
Securities, the Company will maintain (A) in the Borough of Manhattan, the City
of New York, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment, where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange for Registered Securities, where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Bearer Securities of that series and related coupons may be presented and
surrendered for payment; provided, however, that if the Securities of that
series are listed on the International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United
States an office or agency where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served.  The Company 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





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<PAGE>   67

that Bearer Securities of that series and the related coupons may be presented
and surrendered for payment at the office of any Paying Agent for such series
located outside the United States, and the Company hereby appoints the Trustee
as its agent to receive all such presentations, surrenders, notices and
demands.

              No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company 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, nor shall any
payments be made in respect of Bearer Securities or coupons appertaining
thereto pursuant to the presentation to the Company or its designated Paying
Agents within the United States; provided, however, that, if the Securities of
a series are denominated and payable in Dollars, payment of principal of and
any premium and interest on any Bearer Security shall be made at the office of
the Company's Paying Agent in The Borough of Manhattan, The City of New York,
if (but only if) payment in Dollars of the full amount of such principal,
premium or interest, as the case may be, at all offices or agencies outside the
United States maintained for the 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 may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

Section 1003. Money for Security 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 and coupons appertaining thereto, if
any, it will, on or before each due date of the  principal of (and premium, if
any) or interest on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

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





                                      -59-

<PAGE>   68

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

              (1)    comply with the provisions of the Trust Indenture Act
         applicable to it as a Paying Agent; and

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

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

              Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security and any coupons appertaining thereto, if any, shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, unless an applicable abandonment statute designates another
Person, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in New York, New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 1004. Limitation on Liens.

              Nothing in this Indenture or in the Securities shall in any
way restrict or prevent the Company or any Subsidiary from incurring any
indebtedness; provided that the Company covenants and agrees that neither it
nor any Restricted Subsidiary will create or cause to be created, by issuance,
assumption or guarantee (including in connection with any merger, consolidation
or other transaction described in Article Eight, whether or not otherwise
permitted under Article Eight) of any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed being hereinafter in this
Article called "Debt") any mortgage, lien, security





                                      -60-

<PAGE>   69

interest, pledge, charge or other encumbrances (mortgages, liens, security
interests, charges or other encumbrances being hereinafter in this Article
called "Mortgages") upon any Mineral Interest or upon any shares of capital
stock or debt of any Restricted Subsidiary, whether such Mineral Interest,
shares or debt are owned on the date of this Indenture or hereafter acquired,
without effectively providing that the Securities then Outstanding (together
with, if the Company so determines, any other indebtedness or obligation of the
Company or any Restricted Subsidiary then existing and any other indebtedness
or obligation of the Company or any Restricted Subsidiary thereafter created
which is not subordinate to the Securities) shall be secured equally and
ratably with (or prior to) such Debt so long as such Debt shall be outstanding,
except that the foregoing provisions shall not apply to:

              (1)    Mortgages in existence on the date of this Indenture;

              (2)    Mortgages affecting a Mineral Interest, shares of capital

         stock or debt of a Corporation at the time it becomes a Subsidiary or 
         at the time it is merged into or consolidated with the Company or a 
         Subsidiary, or on any shares of capital stock or debt of any
         Restricted Subsidiary at the time it becomes a Restricted Subsidiary,
         whether such Mineral Interest, shares or debt are owned on the date of
         this Indenture or hereafter acquired;

              (3)    Mortgages on property existing at the time of
         acquisition of such property, or Mortgages on any property hereafter
         acquired by the Company or any Restricted Subsidiary which are created
         or assumed to secure the payment of all or any part of the purchase
         price of such property or to secure any Debt incurred prior to, at the
         time of, or within 120 days after, the acquisition of such property
         for the purpose of financing all or any part of the purchase price
         thereof;

              (4)    Mortgages on property hereafter constructed or
         improved by the Company or any Restricted Subsidiary which are created
         or assumed to secure the payment of all or any part of the cost of
         such construction or improvement; provided, however, that any such
         Mortgage shall not apply to any property heretofore owned by the
         Company or any Restricted Subsidiary;

              (5)    Mortgages on property of the Company or a Restricted
         Subsidiary to secure the payment of all or any part of the costs
         incurred after the date of this Indenture of exploration, drilling,
         mining or development of such property for the purposes of increasing
         the production and sale or other disposition of oil, gas or other
         minerals or any Debt incurred to provide funds for all or any such
         purposes;

              (6)    Mortgages which secure only Debt of a Restricted
         Subsidiary owed to the Company or to another Restricted Subsidiary;

              (7)    Mortgages in favor of the United States of America or
         any State thereof, or any department, agency, instrumentality or
         political subdivision of any such jurisdiction, to secure partial,
         progress, advance or other payments pursuant to any contract or
         statute or to secure any indebtedness incurred for the purpose of
         financing all





                                      -61-

<PAGE>   70

         or any part of the purchase price or cost of constructing or improving
         the property subject thereto, including, without limitation, Mortgages
         to secure Debt  incurred in connection with the issuance or refunding
         of tax-exempt private activity bonds; and

              (8)    any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         Mortgage referred to in the foregoing paragraphs (1) through (7),
         inclusive, or of any Debt secured thereby, provided that the principal
         amount of Debt secured thereby shall not exceed the principal amount
         of Debt so secured at the time of such extension, renewal or
         replacement, and that such extension, renewal or replacement Mortgage
         shall be limited to all or part of substantially the same property
         which secured the Mortgage extended, renewed or replaced (plus
         improvements on such property).

         Notwithstanding the foregoing provisions of this Section 1004, the
Company and any one or more Restricted Subsidiaries may issue, assume or
guarantee Debt secured by Mortgages which would otherwise be subject to the
foregoing restrictions, in an aggregate principal amount which, together with
the aggregate outstanding principal amount of all other Debt of the Company and
its Restricted Subsidiaries which would otherwise be subject to the foregoing
restrictions (not including Debt permitted to be secured under paragraphs (1)
through (8), inclusive, above) does not at any one time exceed 10% of the
Consolidated Net Tangible Assets of the Company and its Restricted
Subsidiaries.

         Notwithstanding the foregoing, the sale or other transfer of (i) oil,
gas or other minerals in place for a period of time only, or in an amount such
that the transferee will realize therefrom a specified amount of money (however
determined) or a specified amount of such oil , gas or other minerals, or (ii)
any other interest in property of the character commonly referred to as a
"production payment," shall not be deemed to create Debt secured by a Mortgage.

Section 1005. Restrictions on Sales and Leasebacks.

              Subject to Section 301(h), the Company covenants and agrees
that neither it nor any Restricted Subsidiary will enter into any Sale and
Leaseback Transaction with any Person (except the Company or a Restricted
Subsidiary), unless:

              (1)    The Company or such Restricted Subsidiary would be
         entitled to incur such indebtedness in a principal amount equal to the
         Attributable Debt with respect to such Sale and Leaseback Transaction,
         secured by a Mortgage on the property subject to such Sale and
         Leaseback Transaction pursuant to Section 1004 without equally and
         ratably securing the Securities pursuant Section 1004;

              (2)    After the date on which the Securities are originally
         issued and within a period commencing 180 days prior to the
         consummation of such Sale and Leaseback Transaction and ending 180
         days after the consummation thereof, the Company or such Restricted
         Subsidiary shall have expended for property used or to be used in the
         ordinary course of business of the Company and the Restricted
         Subsidiaries (including amounts expended for the acquisition,
         exploration, drilling and development thereof, and for





                                      -62-

<PAGE>   71

         additions, alterations, repairs and improvements thereto) an amount
         equal to all or a portion of the net proceeds of such Sale and
         Leaseback Transaction and the Company shall have elected to designate
         such amount as a credit against such Sale and Leaseback Transaction
         (with any amount not being so designated to be applied in clause (c)
         below); or

              (3)    The Company, during the 365-day period after the
         effective date of such Sale and Leaseback Transaction, shall have
         applied to the voluntary defeasance or retirement of any Senior
         Indebtedness an amount equal to the greater of (i) the net proceeds of
         the sale or transfer of the property leased in such Sale and Leaseback
         Transaction and (ii) the fair value, as determined by the Board of
         Directors of the Company, of such property at the time of entering
         into such Sale and Leaseback Transaction (in either case adjusted to
         reflect the remaining term of the lease and any amount expended by the
         Company or any Restricted Subsidiary as set forth in clause (2)
         above), less an amount equal to the principal amount of Senior
         Indebtedness voluntarily defeased or retired by the Company within
         such 365-day period and not designated as a credit against any other
         Sale and Leaseback Transaction entered into by the Company or any
         Restricted Subsidiary during such period.

Section 1006. Statement by Officers as to Default.

              The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, in each case ending after the
date hereof, an Officers' Certificate, stating that a review of the activities
of the Company and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company is not in default in
the performance or observance of any of the terms, provisions and conditions
hereof or, if a default or Event of Default shall have occurred, describing all
such defaults or Events of Default of which he may have knowledge and that to
the best of his knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of or interest, if any, on
the Securities are prohibited or if such event has occurred, a description of
the event.

Section 1007. Waiver of Certain Covenants.

              The Company may omit in any particular instance to comply
with any term, provision or condition set forth in Sections 1004 or 1005,
inclusive with respect to the Securities of any series if before the time for
such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.





                                      -63-

<PAGE>   72


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.

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

Section 1102. Election to Redeem; Notice to Trustee.

              The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution.  In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed and whether the Trustee is to give the notice of redemption.  In
case of redemption in whole, the Company shall notify the Trustee of such
redemption at least 15 days prior to the date the notice of redemption is to be
sent and whether the Trustee is to give such notice.  In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction.

Section 1103. Selection by Trustee of Securities to Be Redeemed.

              If less than all the Securities of any series 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
(including pro rata or by lot) as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to
$1,000 or any integral multiple thereof) of the principal amount of Securities
of that series of a denomination larger than $1,000.

              The Trustee shall promptly notify the Company and each
Security Registrar 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 amount of such Securities which has been
or is to be redeemed.





                                      -64-

<PAGE>   73

Section 1104. Notice of Redemption.

              Notice of redemption shall be given in the manner provided in
Section 106, mailed not less than 15 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed.

              All notices of redemption shall state:

              (1)    the Redemption Date;

              (2)    the Redemption Price;

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

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

              (5)    the place or places where such Securities, together
         in the case of Bearer Securities with all coupons appertaining
         thereto, are to be surrendered for payment of the Redemption Price;

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

              (7)    that, unless otherwise specified in such notice,
         Bearer Securities of any series, if any, surrendered for redemption
         must be accompanied by all coupons appertaining thereto 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,
         or security or indemnity satisfactory to the Company, the Trustee and
         any Paying Agent is furnished; and

              (8)    if Bearer Securities of any series are to be redeemed
         and any Registered Securities of such series are not be redeemed, and
         if such Bearer Securities may be exchanged for Registered Securities
         not subject to redemption on such Redemption Date pursuant to Section
         305 or otherwise, the last date, as determined by the Company, on
         which such exchanges may be made.

              A notice of redemption as contemplated by Section 106 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 Company Request, by the Trustee in the name and at
the expense of the Company.





                                      -65-

<PAGE>   74

Section 1105. Deposit of Redemption Price.

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

Section 1106. Securities Payable on Redemption Date.

              Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be redeemed.  Upon surrender of any
such Security for redemption in accordance with said notice, together with all
coupons appertaining thereto, if any, maturing at the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as provided in Section 301, installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307 and, provided further, that all
payments on Bearer Securities shall be made only in the manner provided in
Section 1002 for payments on Bearer Securities.

              If any Bearer Security surrendered for redemption shall not
be accompanied by all appurtenant coupons appertaining thereto 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
appertaining thereto, or the surrender of such missing coupon or coupons
appertaining thereto 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 deduction;
provided, however, that interest represented by coupon appertaining thereto
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of those
coupons appertaining thereto.

              If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Security.





                                      -66-

<PAGE>   75

Section 1107. Securities Redeemed in Part.

              Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, of 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.

Section 1108. Purchase of Securities.

              Unless otherwise specified as contemplated by Section 301,
the Company and any Affiliate of the Company may at any time purchase or
otherwise acquire Securities or coupons appertaining thereto in the open market
or by private agreement; provided that purchases or other acquisitions of
Bearer Securities or coupons appertaining thereto by the Company or any
Affiliate of the Company may be made only outside the United States, and
payments therefor may be made only upon surrender of such Bearer Securities or
coupons appertaining thereto at a location outside the United States and only
in the manner provided for payments on Bearer Securities in Section 1002.  Such
acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by such Securities or coupons
appertaining thereto.  Any Securities or coupons appertaining thereto purchased
or acquired by the Company may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed satisfied.
Section 309 shall apply to all Securities and coupons so delivered.

Section 1109. Effect of Notice of Redemption.

              Once notice of redemption is mailed, the Securities called
for redemption become due and payable on the specified Redemption Date at the
Redemption price.


                                 ARTICLE TWELVE

                                 SINKING FUNDS

Section 1201. Applicability of Article.

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

              The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any





                                      -67-

<PAGE>   76

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

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

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

Section 1203. Redemption of Securities for Sinking Fund.

              Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered.  Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104.  Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1301. Company's Option to Effect Defeasance or Covenant Defeasance.

              The Company may elect, at its option by Board Resolution at
any time, to have either Section 1302 or Section 1303 applied to the
Outstanding Securities of any series designated pursuant to Section 301 as
being defeasible pursuant to this Article Thirteen





                                      -68-

<PAGE>   77

(hereinafter called a "Defeasible Series"), upon compliance with the conditions
set forth below in this Article Thirteen.

Section 1302. Defeasance and Discharge.

              Upon the Company's exercise of the option provided in Section
1301 to have this Section 1302 applied to the Outstanding Securities of any
Defeasible Series and subject to the proviso to Section 1302, the Company shall
be deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series as provided in this Section on and after
the date the conditions set forth in Section 1304 are satisfied (hereinafter
called "Defeasance").  For this purpose, such Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its
other obligations under the Securities of such series and this Indenture
insofar as the Securities of such series are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder:  (1) the right of Holders of Securities of such series
to receive, solely from the trust fund described in Section 1304 and as more
fully set forth in such Section, payments in respect of the principal of and
any premium and interest on such Securities of such series when payments are
due, (2) the Company's obligations with respect to the Securities of such
series under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article
Thirteen.  Subject to compliance with this Article Thirteen, the Company may
exercise its option provided in Section 1301 to have this Section 1302 applied
to the Outstanding Securities of any Defeasible Series notwithstanding the
prior exercise of its option provided in Section 1301 to have Section 1303
applied to the Outstanding Securities of such series.

Section 1303. Covenant Defeasance.

              Upon the Company's exercise of the option provided in Section
1301 to have this Section 1303 applied to the Outstanding Securities of any
Defeasible Series, (1) the Company shall be released from its obligations under
Sections 1004 and 1005, inclusive, and Section 801, and (2) the occurrence of
any event specified in Sections 503(3), 501(4) (with respect to any of Sections
1004 and 1005, inclusive, and Section 801, 501(5) and 501(8) shall be deemed
not to be or result in an Event of Default, in each case with respect to the
Outstanding Securities of such series as provided in this Section on and after
the date the conditions set forth in Section 1304 are satisfied (hereinafter
called "Covenant Defeasance").  For this purpose, such Covenant Defeasance
means that 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 specified
Section (to the extent so specified in the case of Section 501(4)), whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture
and the Securities of such series shall be unaffected thereby.





                                      -69-

<PAGE>   78

Section 1304. Conditions to Defeasance or Covenant Defeasance.

              The following shall be the conditions to application of
either Section 1302 or Section 1303 to the Outstanding Securities of any
Defeasible Series:

              (a)    The Company shall irrevocably have deposited or
         caused to be deposited with the Trustee (or another trustee that
         satisfies the requirements contemplated by Section 609 and agrees to
         comply with the provisions of this Article Thirteen 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 Outstanding Securities of such
         series, (A) money in an amount, or (B) U.S. Government Obligations
         that through the scheduled payment of principal and interest in
         respect thereof in accordance with their terms will provide, not later
         than one day before the due date of any payment, money in an amount,
         or (C) a combination thereof, in each case sufficient, in the opinion
         of a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         to pay and discharge, and which shall be applied by the Trustee (or
         any such other qualifying trustee) to pay and discharge, the principal
         of and any premium and interest on the Securities of such series on
         the respective Stated Maturities, in accordance with the terms of this
         Indenture and the Securities of such series.  As used herein, "U.S.
         Government Obligation" means (x) any security that is (i) a direct
         obligation of the United States of America for the payment of which
         full faith and credit of the United States of America is pledged or
         (ii) an obligation of a Person controlled or supervised by and acting
         as an agency or instrumentality of the United States of America the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, which, in either
         case (i) or (ii), is not callable or redeemable at the option of the
         issuer thereof, and (y) any depository receipt issued by a bank (as
         defined in Section 3(a)(2) of the Securities Act of 1933, as amended)
         as custodian with respect to any U.S. Government Obligation specified
         in Clause (x) and held by such custodian for the account of the holder
         of such depository receipt, or with respect to any specific payment of
         principal of or interest on any such U.S. Government Obligation,
         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 U.S. Government Obligation or the specific payment
         of principal or interest on the U.S. Government Obligation evidenced
         by such depository receipt.

              (b)     In the case of an election under Section 1302, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (A) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (B) since the
         date first set forth hereinabove, there has been a change in the
         applicable Federal income tax law, in either case (A) or (B) to the
         effect that, and based thereon such opinion shall confirm that, the
         Holders of the Outstanding Securities of such series will not
         recognize gain or loss for Federal income tax purposes as a result of
         the deposit, Defeasance and discharge to be effected with respect to
         the Securities of such series and will be subject to Federal income
         tax on the same amount, in the same manner and at the





                                      -70-

<PAGE>   79

         same times as would be the case if such deposit, Defeasance and
         discharge were not to occur.

              (c)     In the case of an election under Section 1303, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the Outstanding Securities of such
         series will not recognize gain or loss for Federal income tax purposes
         as a result of the deposit and Covenant Defeasance to be effected with
         respect to the Securities of such series and will be subject to
         Federal income tax on the same amount, in the same manner and at the
         same times as would be the case if such deposit and Covenant
         Defeasance were not to occur.

              (d)     The Company, shall have delivered to the Trustee an
         Officers' Certificate to the effect that the Securities of such
         series, if then listed on any securities exchange, will not be
         delisted as a result of such deposit.

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

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

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

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

              (i)     Such Defeasance or Covenant Defeasance shall not
         result in the trust arising from such deposit constituting an
         investment company within the meaning of the Investment Company Act of
         1940, as amended, unless such trust shall be qualified under such Act
         or exempt from regulation thereunder.

Section 1305. Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

              Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for
purposes of this Section and Section 1306, the Trustee and any such other
trustee are referred to collectively as the "Trustee") pursuant to Section 1304
in





                                      -71-

<PAGE>   80

respect of the Securities of any Defeasible Series shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Securities of
such series and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of Securities of such series, of all sums
due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds
except to the extent required by law.

              The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge that
by law is for the account of the Holders of Outstanding Securities.

              Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it
as provided in Section 1304 with respect to Securities of any Defeasible Series
that, 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 that would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance with
respect to the Securities of such series.

Section 1306. Reinstatement.

              If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article Thirteen with respect to the Securities
of any series by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
then the Company's obligations under this Indenture and the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Thirteen with respect to Securities of such series
until such time as the Trustee or Paying Agent is permitted to apply all money
held in trust pursuant to Section 1305 with respect to Securities of such
series in accordance with this Article Thirteen; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any
Security of such series following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of Securities of such
Series to receive such payment from the money so held in trust.


                                    * * * *


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





                                      -72-

<PAGE>   81

              IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                  NOBLE AFFILIATES, INC.



[CORPORATE SEAL]                  By                                            
                                     -------------------------------------------
                                     Name:                        
                                          ------------------------
                                     Title:                       
                                           -----------------------

Attest:


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



                                  [INDENTURE TRUSTEE],
                                  as Trustee



[CORPORATE SEAL]                  By                                            
                                     -------------------------------------------
                                     Name:                        
                                          ------------------------
                                     Title:                       
                                           -----------------------



Attest:


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




                                      -73-

<PAGE>   82

STATE OF ____________     )
                          )
COUNTY OF __________      )


                  On the ___ day of __________, before me personally came
_____________________, to me known, who, being by me duly sworn, did depose
and say that he is _____________________________________________ of Noble
Affiliates, Inc., one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

                                        
[NOTARIAL SEAL]                                                                 
                                        ----------------------------------------
                                        Notary Public
                                        My commission expires

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



STATE OF                  )
         ------------     )
COUNTY OF                 )
          ----------

                  On the ___ day of _______, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is _______________________ of ______________________________, one of
the corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the board of
directors of said corporation, and that he signed his name thereto by like
authority.



[NOTARIAL SEAL]                                                                 
                                        ----------------------------------------
                                        Notary Public
                                        My commission expires

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




                                      -74-

<PAGE>   83

                                   EXHIBIT A

                           FORM OF CERTIFICATE TO BE
               GIVEN BY OWNER OF SECURITY OR BENEFICIAL OWNER OF
                         INTEREST IN A GLOBAL SECURITY

                             NOBLE AFFILIATES, INC.

                              TITLE OF SECURITIES

                               (THE "SECURITIES")

         This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities that are held by the undersigned or held
by you for the account of the undersigned (i) are owned by person(s) that are
not citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
persons"), (ii) are owned by United States persons(s) that (A) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing
for their own account or for resale, or (B) acquired Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (A) or (B), each such United States financial institution hereby
certifies, on its own behalf or through its agent, that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) are owned by
United States or foreign financial institution(s) for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)) and in addition if the owner of the Securities is a United
States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) this is to further
certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possession.

         If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act"), then this is also to certify that, except as set forth below, (i) in
the case of debt securities, the Securities are beneficially owned by (a) non-
U.S. person(s) or (b) U.S. person(s) who purchased the Securities in
transactions which did not require registration under the Act; or (ii) in the
case of equity securities, the Securities are owned by (x) non-U.S. person(s)
(and such person(s) are not acquiring the Securities for the account or benefit
of U.S. person(s)) or (y) U.S. person(s) who purchased the Securities in a
transaction which did not require registration under the Act.  If this
certification is being delivered in connection with the exercise of warrants
pursuant to Section 230.902(m) of Regulation S under the Act, then this is
further to certify that, except as set forth below, the Securities are being
exercised by and on behalf on non-U.S. person(s).  As used in this paragraph
the term "U.S. person" has the meaning given to it by Regulation S under the
Act.





                                      -1-

<PAGE>   84

         As used herein, "United States" means the United States of America
(including the States and District of Columbia); and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

         This certification excepts and does not related to $___________ of
such interest in the above Securities in respect of which we are not able to
certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise or any rights or collection of any
interest) cannot be made until we do so certify.

         We understand that this certification is required in Connection with
certain tax laws and, if applicable, certain securities laws of the United
States.  In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.

* Date:  
         ------------------

                  NAME OF PERSON MAKING CERTIFICATION

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

                  As, or as Agent for, the beneficial owner(s) of the
                  Securities to which this Certificate relates

By:               
                  --------------------------------------------------
                  As, or as Agent for, the financial institution (if any)
                  through which a United States Person acquired the Securities
                  to which this Certificate relates

* To be dated no earlier than the Certification Date.





                                      -2-

<PAGE>   85

                                   EXHIBIT B

                       FORM OF CERTIFICATION TO BE GIVEN
                          BY [EUROCLEAR OR CEDEL S.A.]

                             NOBLE AFFILIATES, INC.

                              TITLE OF SECURITIES

                               (THE "SECURITIES")

         This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Indenture, dated as of
__________________________________, between Noble Affiliates, Inc. and
______________________, as of the date hereof, _____________ principal amount
of the above captioned Securities (i) is owned by persons that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States persons"), (ii) is
owned by United States persons that (A) are foreign branches of Unites States
financial institutions (as defined in U.S. Treasury Regulations Section 1.165-
12(c)(1)(v)) ("financial institutions") purchasing for their own account or for
resale, or (B) acquired Securities through foreign branches of Unites States
financial institutions and who hold the Securities through such United States
financial institutions on the date hereof (and in either case (A) or (B), each
such United States financial institution has certified, on its own behalf or
through its agent, that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) is owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations section 1.163-5(c)(2)(i)(D)(7)), and to
the further effect that the United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

         If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act"), then this is also to certify with respect to principal amount of
Securities set forth above that, except as set forth below, we have received in
writing, by tested telex or by electronic transmission, from our Member
Organizations entitled to a portion of such principal amount, certifications
with respect to such portion, substantially to the effect set forth in the
Indenture.

         We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) any portion of the temporary Global Security excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made





                                      -1-

<PAGE>   86

by such Member Organizations with respect to any portion of the part submitted
herewith for exchange (or, if relevant, exercise of any rights or collection of
any interest) are no longer true and cannot be relied upon as of the date
hereof.

         We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States.  In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification or a
copy hereof to any interest party in such proceedings.


Dated: 
      -----------------------
(dated the Exchange Date or the Interest Payment Date)


as operator of [the Euroclear System CEDEL S.A.]

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




                                      -2-



<PAGE>   1
                                                                     EXHIBIT 4.2



                [FORM OF SUBORDINATED DEBT SECURITIES INDENTURE]



                             NOBLE AFFILIATES, INC.



                                       TO



                              [INDENTURE TRUSTEE],
                                   as Trustee

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


                                   INDENTURE

                        Dated as of ___________ __, ____


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


                 [Description of Subordinated Debt Securities]

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

<PAGE>   2
                             Noble Affiliates, Inc.
                 Reconciliation and tie between Trust Indenture
             Act of 1939 and Indenture, dated as of _______________



<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                       Indenture Section
<S>                                                                       <C>
Section  310(a)(1)   . . . . . . . . . . . . . . . . . . . . . . . . .         609
         (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         609           
         (a)(3)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         Not Applicable
         (a)(4)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         Not Applicable
         (a)(5)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         609           
         (b)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         608, 610      
         (c)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         Not Applicable
                                                                                             
Section  311(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         613           
         (b)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         613           
         (c)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         Not Applicable
                                                                                             
Section  312(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         701, 702      
         (b)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         702           
         (c)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         702           
                                                                                             
Section  313(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         703           
         (b)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         703           
         (b)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         703           
         (c)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         703           
         (d)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         703           
                                                                                             
Section  314(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         704           
         (a)(4)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         102, 1005     
         (b)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         Not Applicable
         (c)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         102           
         (c)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         102           
         (c)(3)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         1503          
         (d)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         Not Applicable
         (e)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         102           
         (f)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         102, 1005     
                                                                                             
Section  315(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         601           
         (b)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         602           
         (c)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         601           
         (d)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         601           
         (e)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         514           
</TABLE>






                                      -i-

<PAGE>   3

<TABLE>
<S>                                                                       <C>
Section  316(a) (last sentence)    . . . . . . . . . . . . . . . . . .         101
         (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . .         502, 512             
         (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . .         513                  
         (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         Not Applicable       
         (b)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         508                  
         (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         104                  
                                                                                                    
Section  317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . .         503                  
         (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         504                  
         (b)     . . . . . . . . . . . . . . . . . . . . . . . . . . .         1003                 
                                                                                                    
Section  318(a)  . . . . . . . . . . . . . . . . . . . . . . . . . . .         107                  
         (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         Various Sections     
         (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .         107                  
                                                                                                    
</TABLE>


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

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





                                      -ii-

<PAGE>   4

<TABLE>
<CAPTION>
                                                    TABLE OF CONTENTS
                                                                                                                     Page

<S>                                                                                                                    <C>
PARTIES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

ARTICLE ONE               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION   . . . . . . . . . . . . . . . . .   2
        Section 101.      Definitions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
                          Act   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Affiliate   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Authenticating Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Authorized
 Newspaper  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Bearer Security   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Board of Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Board Resolution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Business Day  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Commission  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
                          Common Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Company   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Company Request" or "Company Order  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Consolidated Net Tangible Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Corporate Trust Office  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Corporation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          coupon  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Covenant Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Defaulted Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Defeasible Series   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
                          Depositary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Event of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Exchange Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Global Security   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Holder  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Indenture   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Interest Payment Date   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Issue Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Maturity,   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Officers' Certificate   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Original Issue Discount Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
                          Outstanding   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                          Paying Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
                          Permanent Global Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
</TABLE>






                                     -iii-

<PAGE>   5

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                       <C>                                                                                          <C>
                          Person  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Place of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Predecessor Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Redemption Date,  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Redemption Price,   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Registered Security   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Regular Record Date   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Responsible Officer   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Restricted Subsidiary   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
                          Security Register" and "Security Registrar  . . . . . . . . . . . . . . . . . . . . . . . .   8
                          Senior Indebtedness   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                          Special Record Date   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                          Stated Maturity   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                          Subsidiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                          Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                          Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
                          Vice President  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
        Section 102.      Compliance Certificates and Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
        Section 103.      Form of Documents Delivered to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . .   9
        Section 104.      Acts of Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
        Section 105.      Notices, Etc., to Trustee and Company   . . . . . . . . . . . . . . . . . . . . . . . . . .  12
        Section 106.      Notice to Holders; Waiver   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
        Section 107.      Conflict with Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
        Section 108.      Effect of Headings and Table of Contents  . . . . . . . . . . . . . . . . . . . . . . . . .  14
        Section 109.      Successors and Assigns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
        Section 110.      Separability Clause   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
        Section 111.      Benefits of Indenture   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
        Section 112.      Governing Law   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
        Section 113.      Interest Limitation   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
        Section 114.      Legal Holidays  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
        Section 115.      Rules by Trustee, Paying Agent and Registrar  . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE TWO               SECURITY FORMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
        Section 201.      Forms Generally   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
        Section 202.      Form of Face of Registered Security   . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
        Section 203.      Form of Reverse of Security   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
        Section 204.      Form of Legend for Global Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
        Section 205.      Form of Trustee's Certificate of Authentication   . . . . . . . . . . . . . . . . . . . . .  24
        Section 206.      Form of Assignment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
        Section 207.      Form of Election to Convert   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
</TABLE>






                                      -iv-

<PAGE>   6

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                       <C>                                                                                          <C>
ARTICLE THREE             THE SECURITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
        Section 301.      Title and Terms   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
        Section 302.      Denominations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
        Section 303.      Execution, Authentication, Delivery and Dating  . . . . . . . . . . . . . . . . . . . . . .  29
        Section 304.      Temporary Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
        Section 305.      Registration, Registration of Transfer and Exchange   . . . . . . . . . . . . . . . . . . .  33
        Section 306.      Mutilated, Destroyed, Lost and Stolen Securities  . . . . . . . . . . . . . . . . . . . . .  35
        Section 307.      Payment of Interest; Interest Rights Preserved  . . . . . . . . . . . . . . . . . . . . . .  36
        Section 308.      Persons Deemed Owners   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
        Section 309.      Cancellation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
        Section 310.      Computation of Interest   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
        Section 311.      CUSIP Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
        Section 312.      Book-Entry Provisions for Global Security   . . . . . . . . . . . . . . . . . . . . . . . .  39

ARTICLE FOUR              SATISFACTION AND DISCHARGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
        Section 401.      Satisfaction and Discharge of Indenture   . . . . . . . . . . . . . . . . . . . . . . . . .  40
        Section 402.      Application of Trust Money  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
        Section 403.      Reinstatement   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

ARTICLE FIVE              REMEDIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
        Section 501.      Events of Default   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
        Section 502.      Acceleration of Maturity; Rescission and Annulment  . . . . . . . . . . . . . . . . . . . .  44
        Section 503.      Collection of Indebtedness and Suits for Enforcement by Trustee   . . . . . . . . . . . . .  45
        Section 504.      Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
        Section 505.      Trustee May Enforce Claims Without Possession of Securities   . . . . . . . . . . . . . . .  46
        Section 506.      Application of Money Collected  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
        Section 507.      Limitation on Suits   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
        Section 508.      Unconditional Right of Holders to Receive Principal, Premium and Interest and to
                          Convert   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
        Section 509.      Restoration of Rights and Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
        Section 510.      Rights and Remedies Cumulative  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
        Section 511.      Delay or Omission Not Waiver  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
        Section 512.      Control by Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
        Section 513.      Waiver of Past Defaults   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
        Section 514.      Undertaking for Costs   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
        Section 515.      Waiver of Stay or Extension Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

ARTICLE SIX               THE TRUSTEE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
        Section 601.      Certain Duties and Responsibilities   . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
        Section 602.      Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
        Section 603.      Certain Rights of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
        Section 604.      Not Responsible for Recitals or Issuance of Securities  . . . . . . . . . . . . . . . . . .  52
        Section 605.      May Hold Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
</TABLE>






                                      -v-

<PAGE>   7

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                       <C>                                                                                          <C>
        Section 606.      Money Held in Trust   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
        Section 607.      Compensation and Reimbursement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
        Section 608.      Disqualification; Conflicting Interests   . . . . . . . . . . . . . . . . . . . . . . . . .  53
        Section 609.      Corporate Trustee Required; Eligibility   . . . . . . . . . . . . . . . . . . . . . . . . .  53
        Section 610.      Resignation and Removal; Appointment of Successor   . . . . . . . . . . . . . . . . . . . .  54
        Section 611.      Acceptance of Appointment by Successor  . . . . . . . . . . . . . . . . . . . . . . . . . .  55
        Section 612.      Merger, Conversion, Consolidation or Succession to Business   . . . . . . . . . . . . . . .  55
        Section 613.      Preferential Collection of Claims Against Company   . . . . . . . . . . . . . . . . . . . .  55
        Section 614.      Appointment of Authenticating Agent   . . . . . . . . . . . . . . . . . . . . . . . . . . .  56

ARTICLE SEVEN             HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY   . . . . . . . . . . . . . . . . . . . .  57
        Section 701.      Company to Furnish Trustee Names and Addresses of Holders   . . . . . . . . . . . . . . . .  57
        Section 702.      Preservation of Information; Communications To Holders  . . . . . . . . . . . . . . . . . .  58
        Section 703.      Reports by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
        Section 704.      Reports by Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58

ARTICLE EIGHT             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE  . . . . . . . . . . . . . . . . . . .  59
        Section 801.      Company May Consolidate, Etc., Only on Certain Terms  . . . . . . . . . . . . . . . . . . .  59
        Section 802.      Successor Corporation Substituted   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

ARTICLE NINE              SUPPLEMENTAL INDENTURES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
        Section 901.      Supplemental Indentures Without Consent of Holders  . . . . . . . . . . . . . . . . . . . .  60
        Section 902.      Supplemental Indentures With Consent of Holders   . . . . . . . . . . . . . . . . . . . . .  61
        Section 903.      Execution of Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
        Section 904.      Effect of Supplemental Indentures   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
        Section 905.      Conformity with Trust Indenture Act   . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
        Section 906.      Reference in Securities to Supplemental Indentures  . . . . . . . . . . . . . . . . . . . .  63

ARTICLE TEN               COVENANTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
        Section 1001.     Payment of Principal, Premium and Interest  . . . . . . . . . . . . . . . . . . . . . . . .  63
        Section 1002.     Maintenance of Office or Agency   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
        Section 1003.     Money for Security Payments to Be Held in Trust   . . . . . . . . . . . . . . . . . . . . .  65
        Section 1004.     Existence   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
        Section 1005.     Statement by Officers as to Default   . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
        Section 1006.     Waiver of Certain Covenants   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66

ARTICLE ELEVEN            REDEMPTION OF SECURITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
        Section 1101.     Applicability of Article  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
        Section 1102.     Election to Redeem; Notice to Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . .  67
        Section 1103.     Selection by Trustee of Securities to Be Redeemed   . . . . . . . . . . . . . . . . . . . .  67
        Section 1104.     Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
        Section 1105.     Deposit of Redemption Price   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
</TABLE>






                                      -vi-

<PAGE>   8

<TABLE>
<CAPTION>
                                                                                                                     Page
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        Section 1106.     Securities Payable on Redemption Date   . . . . . . . . . . . . . . . . . . . . . . . . . .  69
        Section 1107.     Securities Redeemed in Part   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
        Section 1108.     Purchase of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
        Section 1109.     Effect of Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70

ARTICLE TWELVE            SINKING FUNDS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
        Section 1201.     Applicability of Article  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
        Section 1202.     Satisfaction of Sinking Fund Payments with Securities   . . . . . . . . . . . . . . . . . .  71
        Section 1203.     Redemption of Securities for Sinking Fund   . . . . . . . . . . . . . . . . . . . . . . . .  71

ARTICLE THIRTEEN          CONVERSION OF SECURITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
        Section 1301.     Applicability; Conversion Privilege and Conversion Price  . . . . . . . . . . . . . . . . .  72
        Section 1302.     Exercise of Conversion Privilege  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
        Section 1303.     Fractions of Shares   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
        Section 1304.     Adjustment of Conversion Price  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
        Section 1305.     Notice of Adjustments of Conversion Price   . . . . . . . . . . . . . . . . . . . . . . . .  77
        Section 1306.     Notice of Certain Corporate Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
        Section 1307.     Company to Reserve Common Stock   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
        Section 1308.     Taxes on Conversions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
        Section 1309.     Covenant as to Common Stock   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
        Section 1310.     Cancellation of Converted Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
        Section 1311.     Provisions in Case of Consolidation, Merger or Sale of Assets   . . . . . . . . . . . . . .  79
        Section 1312.     Responsibility of Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79

ARTICLE FOURTEEN          SUBORDINATION OF SECURITIES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
        Section 1401.     Securities Subordinate to Senior Indebtedness   . . . . . . . . . . . . . . . . . . . . . .  80
        Section 1402.     Payment Over of Proceeds Upon Dissolution, Etc  . . . . . . . . . . . . . . . . . . . . . .  80
        Section 1403.     Prior Payment to Senior Indebtedness Upon Acceleration of Securities  . . . . . . . . . . .  81
        Section 1404.     No Payment When Senior Indebtedness in Default  . . . . . . . . . . . . . . . . . . . . . .  82
        Section 1405.     Payment Permitted if No Knowledge of Default  . . . . . . . . . . . . . . . . . . . . . . .  83
        Section 1406.     Subrogation to Rights of Holders of Senior Indebtedness   . . . . . . . . . . . . . . . . .  83
        Section 1407.     Provisions Solely to Define Relative Rights   . . . . . . . . . . . . . . . . . . . . . . .  83
        Section 1408.     Trustee to Effectuate Subordination   . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
        Section 1409.     No Waiver of Subordination Provisions   . . . . . . . . . . . . . . . . . . . . . . . . . .  84
        Section 1410.     Notice to Trustee   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
        Section 1411.     Reliance on Judicial Order or Certificate of Liquidating Agent  . . . . . . . . . . . . . .  85
        Section 1412.     Trustee Not Fiduciary for Holders of Senior Indebtedness  . . . . . . . . . . . . . . . . .  85
        Section 1413.     Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights  . . .  86
        Section 1414.     Article Applicable to Paying Agents   . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
        Section 1415.     Certain Conversions Deemed Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
        Section 1416.     Trust Moneys Not Subordinated   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
</TABLE>






                                     -vii-

<PAGE>   9

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                       <C>                                                                                          <C>
ARTICLE FIFTEEN           DEFEASANCE AND COVENANT DEFEASANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
        Section 1501.     Company's Option to Effect Defeasance or Covenant Defeasance  . . . . . . . . . . . . . . .  87
        Section 1502.     Defeasance and Discharge  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
        Section 1503.     Covenant Defeasance   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
        Section 1504.     Conditions to Defeasance or Covenant Defeasance   . . . . . . . . . . . . . . . . . . . . .  88
        Section 1505.     Deposited Money and U.S. Government Obligations to be Held in Trust; Other
                          Miscellaneous Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
        Section 1506.     Reinstatement   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
</TABLE>






                                     -viii-

<PAGE>   10

                 INDENTURE, dated as of ___________ __, ____, between NOBLE
AFFILIATES, INC., a corporation duly organized and validly existing under the
laws of the State of Delaware (the "Company"), having its principal office at
110 West Broadway, Ardmore, Oklahoma  73401, and
_________________________________________________, a ___________________
______________, as Trustee (the "Trustee").

                            RECITALS OF THE COMPANY

                 The Company has duly authorized the creation of an issue of
its [Description of Subordinated Debt Securities] (the "Securities") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

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

                 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 101.     Definitions.

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

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

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

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

                 (4)      the words "Article" and "Section" refer to an Article
         and Section, respectively, of this Indenture; and





                                      -2-

<PAGE>   11
                 (5)      the words "herein", "hereof" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision.

                 Certain terms, used principally in Article Six, are defined
in that Article.

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

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

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

                 "Authorized Newspaper" means a newspaper, in the English
language or an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of 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 Business Day.

                 "Bearer Security" means any Security in the form established
pursuant to Section 201 which is payable to bearer, including, without
limitation, unless the context otherwise indicates, a Security in temporary or
permanent global bearer form.

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

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

                 "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in New York, New
York or Dallas, Texas are authorized or obligated by law or executive order to
close.

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





                                      -3-

<PAGE>   12
                 "Common Stock" initially means the class designated as Common
Stock, par value $3.33 1/3 per share, of the Company as of the date hereof.

                 "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 in each case shall include any
other obligor upon the Securities.

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

                 "Consolidated Net Tangible Assets" means the total amount of
assets included in the consolidated balance sheet of the Company and its
Restricted Subsidiaries, prepared in accordance with generally accepted
accounting principles (and as of a date not more than 90 days prior to the date
as of which Consolidated Net Tangible Assets are to be determined) (less
depreciation, depletion, valuation and other reserves) after deducting:

                 (i)      all current liabilities;

                 (ii)     all goodwill, trade names, trademarks, patents,
                          unamortized debt discount and expense and other like
                          intangibles;

                 (iii)    investments in and advances to Subsidiaries that are
                          not Restricted Subsidiaries; and

                 (iv)     minority interests in the equity of Restricted
                          Subsidiaries.

                 "Corporate Trust Office" means the principal office of the
Trustee at __________________________________at which its corporate trust
business shall be administered.

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

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

                 "Covenant Defeasance" has the meaning specified in Section
1503.

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

                 "Defeasance" has the meaning specified in Section 1502.

                 "Defeasible Series" has the meaning specified in Section 1501.





                                      -4-

<PAGE>   13
                 "Depositary" means, with respect to the Securities of any
series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is
designated to act as Depositary for such Securities as contemplated in Section
301.

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

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

                 "Global Security" means a Security that evidences all or part
of the Securities of any series and is authenticated and delivered to the
Depositary for such Securities or a nominee thereof.  Global Securities may be
issued in either registered or bearer form and in either temporary or permanent
form.  Permanent Global Securities will be issued in definitive form (the
"Permanent Global Securities").

                 "Holder", when used with respect to any Security, means in the
case of a Registered Security the Person in whose name the Security is
registered in the Security Register and in the case of a Bearer Security the
bearer thereof and, when used with respect to any coupon, means the bearer of
thereof.

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

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

                 "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                 "Issue Date" means ___________ __, ____.

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

                 "Officers' Certificate" means a certificate signed by the
principal executive officer and the principal financial officer or principal
accounting officer, of the Company, and delivered to the Trustee.

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

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





                                      -5-

<PAGE>   14
                 "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

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

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

                 (iii)    Securities as to which Defeasance has been effective
         pursuant to Section 1502; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (A) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof to such date pursuant to Section 502, (B) the principal amount
of a Security denominated in one or more foreign currencies or currency units
shall be the U.S. dollar equivalent, determined in the manner provided as
contemplated by Section 301 on the date of original issuance of such Security,
of the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in Clause (A) above) of such
Security, and (C) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded.  Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.

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





                                      -6-

<PAGE>   15
                 "Permanent Global Securities" has the same definition as
assigned under the definition of "Global Security."

                 "Person" means any individual, Corporation or government or
any agency or political subdivision thereof.

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

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

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

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

                 "Registered Security" means any Security in the form
established pursuant to Article Two which is registered in the Security
Register.

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

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

                 "Restricted Subsidiary" means any Subsidiary of the Company
the assets of which comprise in excess of fifteen percent (15%) of total
consolidated assets of the Company and its consolidated Subsidiaries as
included in the latest audited consolidated balance sheet contained in the
latest annual report sent to the Company's shareholders.

                 "Securities" has the meaning set forth in the recitals of this
Indenture.

                 "Security" means any of the Securities.





                                      -7-

<PAGE>   16
                 "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                 "Senior Indebtedness" means the principal of and premium, if
any, and unpaid interest on the following, whether outstanding at the date
hereof or thereafter incurred or created: (i) indebtedness of the Company for
money borrowed (including purchase money obligations) evidenced by notes or
other written obligations; (ii) indebtedness of the Company evidenced by notes,
debentures, bonds or other securities issued under the provisions of an
indenture or other similar instrument; (iii) obligations of the Company as
lessee under capitalized leases and under leases of property made as part of
any sale and leaseback transaction; (iv) obligations of the Company in respect
of letters of credit issued for its account and swaps of interest rates (and
other interest rate hedging agreements) to which the Company is a party; (v)
indebtedness of others of any of the kinds described in the preceding clauses
(i) through (iv) assumed or guaranteed by the Company and (vi) renewals,
extensions and refundings of, and indebtedness and obligations of a successor
Person issued in exchange for or in replacement of, indebtedness or obligations
of the kind described in the preceding clauses (i) through (v); provided,
however, that the following shall not constitute Senior Indebtedness: (a) any
indebtedness or obligation which by its terms refers explicitly to the
Securities issued hereunder or other subordinated debt and states that such
indebtedness and obligation shall not be senior in right of payment thereto;
(b) any indebtedness or obligation of the Company in respect of the Securities
and (c) any indebtedness or obligation of the Company to any Subsidiary.

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

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

                 "Subsidiary" means a Corporation more than 50% of the
outstanding voting stock or other voting or managing ownership interest of
which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries.  For the
purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

                 "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 905; provided, however, that in the event the Trust
Indenture Act is amended after such date, Trust Indenture Act means, to the
extent required by any such amendment, the Trust Indenture Act as so amended.

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





                                      -8-

<PAGE>   17
                 "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".

Section 102.     Compliance Certificates and Opinions.

                 Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

                 Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, where applicable in
conjunction with this Indenture, shall comply with the requirements set forth
in the Trust Indenture Act, including, but not necessarily limited to:

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

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

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

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

Section 103.     Form of Documents Delivered to Trustee.

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

                 Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or





                                      -9-

<PAGE>   18
opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous.  Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

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

Section 104.     Acts of Holders.

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

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

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

                 (d)      The principal amount and serial numbers of Bearer
Securities held by any Person, and the date 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, wherever
situated, if such certificate shall be deemed by 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 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 (i) another certificate
bearing a later





                                      -10-

<PAGE>   19
date issued in respect of the same Bearer Security is produced, (ii) such
Bearer Security is produced to the Trustee by some other Person, (iii) such
Bearer Security is surrendered in exchange for a Registered Security or (iv)
such Bearer Security is no longer Outstanding. The principal amount and serial
numbers of Bearer Securities held by any Person, and the date of holding the
same, may also be proved in any other manner which the Trustee deems
sufficient.

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

                 (f)      The Company may, in the circumstances permitted by
the Trust Indenture Act, set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities of such series. With regard to any record date
set pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date (or their duly appointed agents), and only
such Persons, shall be entitled to give or take the relevant action, whether or
not such Holders remain Holders after such record date. With regard to any
action that may be given or taken hereunder only by Holders of a requisite
principal amount of Outstanding Securities of any series (or their duly
appointed agents) and for which a record date is set pursuant to this
paragraph, the Company may, at its option, set an expiration date after which
no such action purported to be given or taken by any Holder shall be effective
hereunder unless given or taken on or prior to such expiration date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date (or their duly appointed agents). On or prior to any
expiration date set pursuant to this paragraph, the Company may, on one or more
occasions at its option, extend such date to any later date. Nothing in this
paragraph shall prevent any Holder (or any duly appointed agent thereof) from
giving or taking, after any such expiration date, any action identical to, or,
at any time, contrary to or different from, the action or purported action to
which such expiration date relates, in which event the Company may set a record
date in respect thereof pursuant to this paragraph.  Nothing in this paragraph
shall be construed to render ineffective any action taken at any time by the
Holders (or their duly appointed agents) of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is so
taken. Notwithstanding the foregoing or the Trust Indenture Act, the Company
shall not set a record date for, and the provisions of this paragraph shall not
apply with respect to, any notice, declaration or direction referred to in the
next paragraph.

                 (g)      Upon receipt by the Trustee from any Holder of
Securities of a particular series of (i) any written notice of default or
breach referred to in Section 501(4) or 501(5) with respect to Securities of
such series, if such default or breach has occurred and is continuing and the
Trustee shall not have given such written notice to the Company, (ii) any
declaration of acceleration referred to in Section 502, if an Event of Default
with respect to Securities of such series has occurred and is continuing and
the Trustee shall not have given such a declaration to





                                      -11-

<PAGE>   20
the Company, or (iii) any direction referred to in Section 512 with respect to
Securities of such series, if the Trustee shall not have taken the action
specified in such direction, then a record date shall automatically and without
any action by the Company or the Trustee be set for determining the Holders of
Outstanding Securities of such series entitled to join in such notice,
declaration or direction, which record date shall be the close of business on
the tenth day following the day on which the Trustee receives such notice,
declaration or direction. Promptly after such receipt by the Trustee, and in
any case not later than the fifth day thereafter, the Trustee shall notify the
Company and the Holders of Outstanding Series of such series of any such record
date so fixed. The Holders of Outstanding Securities of such series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to join in such notice, declaration or direction, whether or not such
Holders remain Holders after such record date; provided that, unless such
notice, declaration or direction shall have become effective by virtue of
Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such notice,
declaration or direction shall automatically and without any action by any
Person be cancelled and of no further effect. Nothing in this paragraph shall
be construed to prevent a Holder (or a duly appointed agent thereof) from
giving, before or after the expiration of such 90-day period, a notice,
declaration or direction contrary to or different from, or, after the
expiration of such period, identical to, the notice, declaration or direction
to which such record date relates, in which event a new record date in respect
thereof shall be set pursuant to this paragraph. Nothing in this paragraph
shall be construed to render ineffective any notice, declaration or direction
of the type referred to in this paragraph given at any time to the Trustee and
the Company by Holders (or their duly appointed agents) of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such notice, declaration or direction is so given.

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

Section 105.     Notices, Etc., to Trustee and Company.

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

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

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





                                      -12-

<PAGE>   21
         office specified in the first paragraph of this instrument or at any
         other address previously furnished in writing to the Trustee by the
         Company.

         If a notice or communication is mailed in the manner provided above,
it is duly given, whether or not received by the addressee.

Section 106.     Notice to Holders; Waiver.

                 Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) (i) to Holders of Registered Securities if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date (if any), prescribed for the
giving of such notice, and (ii) to Holders of Bearer Securities if published in
an Authorized Newspaper in the City of New York and London or other capital
city in Western Europe and in such other city or cities as may be specified in
such Bearer Securities on a Business Day at least twice, the first such
publication to be not earlier than the earliest date (if any), and not later
than the latest date (if any), prescribed for the giving of such notice.  Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.  If the Company mails a notice or communication to the Holders, it
shall mail a copy to the Trustee and each Registrar, Paying Agent or
co-registrar.  If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.

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

                 In case by reason of the suspension 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 made
with the approval of the Trustee for such Securities shall constitute
sufficient notice to such Holders for every purpose hereunder.  Neither the
failure to give notice by publication to Holders of Bearer Securities as
provided above, not any defect in any notice so published, shall effect the
sufficiency of any notice to Holder of Registered Securities given as provided
herein.





                                      -13-

<PAGE>   22
Section 107.     Conflict with Trust Indenture Act.

                 If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control.  If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.  The provisions of the Trust Indenture Act that
impose duties on any Person (including provisions automatically deemed included
in the Indenture unless the Indenture provides that such provisions are
excluded) are a part of and govern this Indenture, whether or not physically
contained herein, shall be deemed retroactively to govern this Indenture, and
prospectively to govern this Indenture and shall be deemed retroactively to
amend and supersede inconsistent provisions in this Indenture.  The foregoing
provisions of this Section shall not be deemed to effect the inclusion (by
retroactive amendment or otherwise) in the text of this Indenture of any of the
optional provisions contemplated by the Trust Indenture Act.

Section 108.     Effect of Headings and Table of Contents.

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

Section 109.     Successors and Assigns.

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

Section 110.     Separability Clause.

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

Section 111.     Benefits of Indenture.

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

Section 112.     Governing Law.

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





                                      -14-

<PAGE>   23
Section 113.     Interest Limitation.

                 It is the intention of the Company to conform strictly to all
applicable usury laws and any subsequent revisions, repeals or judicial
interpretations thereof.  Accordingly, if the transactions contemplated hereby
would be usurious under any applicable law then, in that event, notwithstanding
anything to the contrary in the Securities or this Indenture, it is agreed as
follows:  (i) the aggregate of all consideration which constitutes or is deemed
to constitute interest under applicable law that is contracted for, taken,
reserved, charged, collected or received under a Security or this Indenture or
otherwise in connection with such Security shall under no circumstances exceed
the maximum amount allowed by applicable law, and any excess shall be credited
to the principal amount of such Security (or, if the principal amount of such
Security shall have been paid in full, refunded to the Company); and (ii) in
the event that the maturity of any Security is accelerated or in the event of
any redemption or in the event of any conversion of such Security, then such
consideration that constitutes or is deemed to constitute interest under
applicable law may never include more than the maximum amount allowed by
applicable law, and excess interest, if any, provided for in this Indenture or
such Security or otherwise shall be cancelled automatically as of the date of
such acceleration, redemption or conversion and, if theretofore paid, shall be
credited to the principal amount of such Security (or, if the principal amount
of such Security shall have been paid in full, refunded by such Holder to the
Company), to the extent permitted by applicable law.  All calculations made to
compute the rate of interest that is contracted for, taken, reserved, charged,
collected or received under any Security or under this Indenture or otherwise
in connection with such Security for the purpose of determining whether such
rate exceeds the maximum amount allowed by applicable law shall be made, to the
extent permitted by such applicable law, by amortizing, prorating, allocating
and spreading during the period of the full term of such Security all interest
any time contracted for, taken, reserved, charged or received by such Holder or
by the Trustee on behalf of any such Holder in connection therewith  so that
the amount or rate of interest charged for any and all periods of time during
the term of the Security is to the greatest extent possible less than the
maximum amount or rate of interest allowed to be charged by law during the
relevant period of time.  Notwithstanding any of the foregoing, if at any time
applicable laws shall be changed so as to permit a higher rate or amount of
interest to be charged than that permitted prior to such change, then unless
prohibited by law, references in this Indenture or any Security to "applicable
law" when used in the context of determining the maximum interest or rate of
interest that can be charged shall be deemed to refer to such applicable law as
so amended to allow the greater amount or rate of interest.

                 The Trustee and any Paying Agent shall have no responsibility
to determine whether any payments with respect to the Securities are in
compliance with any applicable usury laws and subsequent revisions, repeals or
judicial interpretations thereof.  Notwithstanding any provision of this
Indenture or the Securities, the Trustee and any Paying Agent may continue to
make payments on the Securities without regard to the application of this
Section 113 unless and until it shall have received from the Company, in
conformity with Sections 102 and 103 of this Indenture, (1) an Opinion of
Counsel to the effect that, as the result of a final judicial interpretation by
a court of competent jurisdiction, any payments with respect to the Securities
will exceed the maximum amount allowed by applicable law and that any direction
to the Trustee by the Company for action under this Section 113 is in
compliance with all applicable laws and





                                      -15-

<PAGE>   24
the provisions of this Indenture and the Securities and (2) an Officers'
Certificate setting forth the action required to be taken with respect to the
Securities pursuant to this Section 113, together with any computations or
calculations with respect thereof, and stating that such action is in
compliance with the provisions of this Indenture and the Securities.

Section 114.     Legal Holidays.

                 In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security or the last date on which a Holder has the
right to convert his Securities shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) or conversion of the
Securities need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, or on such
last day for conversion, provided that no interest shall accrue for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be.

Section 115.     Rules by Trustee, Paying Agent and Registrar.

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





                                      -16-

<PAGE>   25
                                  ARTICLE TWO

                                 SECURITY FORMS

Section 201.     Forms Generally.

                 The Registered Securities, if any, of each series and the
Bearer Securities, if any, of each series and related coupons appertaining
thereto and the Trustee's certificates of authentication shall be in
substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
and coupons appertaining thereto, if any, as evidenced by their execution of
the Securities and coupons appertaining thereto, if any. If temporary
Securities of any series are issued in global form as permitted by Section 304,
the form thereof shall be established as provided in the preceding sentence. If
the form of Securities of any series and coupons appertaining thereto, if any,
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities (or any such temporary global
security) and coupons appertaining thereto, if any.

                 Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons appertaining thereto attached.

                 The definitive Securities and coupons appertaining thereto, if
any, shall be printed, lithographed or engraved or produced by any combination
of these methods on steel engraved borders or may be produced in any other
manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

Section 202.     Form of Face of Registered Security.

                             NOBLE AFFILIATES, INC.

                 [Description of Subordinated Debt Securities]

No. _________________                                      $ _________________  
                                                                               

                 NOBLE AFFILIATES, INC., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ________________, or registered
assigns, the principal sum of ______________________________________





                                      -17-

<PAGE>   26
____________________ Dollars on ___________ __, ____, and to pay interest
thereon from ___________ __, ____ or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semiannually on
_______________ and _______________, in each year, commencing ___________, at
the rate of ___% per annum, until the principal hereof is paid or made
available for payment.  Interest on the Securities shall be computed 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
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
_____________ or ______________ (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities not less than 10 days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.  Payment of the principal of (and premium, if any)
and interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, 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.  The
Company, however, may pay principal and interest by check payable in such
money.  At the option of the Company, payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

                 Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.  The Indenture
includes limitations on the right of the Holder to institute a proceeding,
judicial or otherwise, with respect to the Indenture, for the appointment of a
receiver or trustee, or for any other remedy under the Indenture.

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





                                      -18-

<PAGE>   27
                 IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:                                                    NOBLE AFFILIATES, INC.
                                                                                
                                                                                
Attest:                                                                         
                                                          By:___________________
__________________



Section 203.     Form of Reverse of Security.

                 This Security is one of a duly authorized issue of Securities
of the Company designated as its [Description of Subordinated Debt Securities]
(herein called the "Securities"), limited in aggregate principal amount to
$___________________(subject to an increase of to up to $_____________
aggregate principal amount), issued and to be issued under an Indenture, dated
as of ___________ __, ____ (herein called the "Indenture"), between the Company
and ______________________________________________________, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee, the
holders of Senior Indebtedness and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and
delivered.

                [If applicable, insert the following paragraph.]

                 Subject to the provisions of the Indenture, the Holder hereof
has the right, at his option, at any time prior to maturity, to convert the
principal amount of this Security (or any portion of the principal amount
hereof which is an integral multiple of $1,000) into fully paid and
nonassessable shares of Common Stock of the Company at the conversion price of
$_____ of principal amount of this Security per share of Common Stock, subject
to such adjustment, if any, of the conversion price and the securities or other
property issuable upon conversion as may be required by the provisions of the
Indenture (except that, in case this Security (or any portion hereof) shall be
called for redemption before maturity, such right shall terminate at the close
of business on the Redemption Date for this Security (or such portion hereof),
unless in any such case the Company shall default in payment due upon such
redemption), but only upon surrender of this Security for the purpose of such
conversion to the Company at the designated office or agency of the Company in
New York, New York or any other office or agency designated by the Company for
such purpose pursuant to the provisions of the Indenture, accompanied by
written notice that the Holder elects to convert this Security or any portion
hereof and specifying the name or names (with address or addresses) in which a
certificate or certificates for shares of Common Stock are to be issued and (if
so required by the Company or the Trustee) by a





                                      -19-

<PAGE>   28
written instrument or instruments of transfer in form satisfactory to the
Company and the Trustee duly executed by the registered Holder or his duly
authorized legal representative and transfer tax stamps or funds therefor, if
required pursuant to the provisions of the Indenture and, in case such
surrender shall be made during the period from the close of business on any
Regular Record Date to the opening of business on the next succeeding Interest
Payment Date (unless this Security or the portion thereof being converted has
been called for redemption), also accompanied by payment in funds acceptable to
the Company of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of this Security then being converted.  Subject to
the aforesaid requirement with respect to payment in the event of conversion
after the close of business on a Regular Record Date, no adjustment is to be
made on conversion for interest accrued hereon or for dividends on shares of
Common Stock issued on conversion; provided, however, that upon a call for
redemption by the Company, accrued and unpaid interest to the Redemption Date
shall be payable with respect to Notes converted after the redemption call and
on or prior to the Redemption Date.  No fractional shares are issuable upon any
conversion, but in lieu thereof the Company shall pay therefor in cash as
provided in the Indenture.

                [If applicable, insert the following paragraph.]

                 The Securities are not otherwise subject to redemption prior
to maturity and no sinking fund is provided for the Securities.

                [If applicable, insert the following paragraph.]

                 The Securities are subject to redemption upon not less than 15
nor more than 60 days' notice by first- class mail, postage prepaid, at any
time on or after ___________ __, ____, as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount):  if redeemed during the 12 month period beginning
__________ of the years indicated,

        REDEMPTION                                         REDEMPTION
        ----------                                         ----------
       YEAR     PRICE                                     YEAR     PRICE
       ----     -----                                     ----     -----




and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption with accrued and unpaid interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.





                                      -20-

<PAGE>   29
                [If applicable, insert the following paragraph.]

                 In the event of redemption or conversion of this Security in
part only, a new Security or Securities for the unredeemed or unconverted
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

                 Under certain circumstances involving a Change in Control (as
defined in the Indenture), the Company may be required to offer to purchase the
Securities at a purchase price as determined in the Indenture.

                 The indebtedness evidenced by the Securities is, to the extent
and in the manner provided in the Indenture, expressly subordinate and subject
in right of payment to the prior payment in full of any Senior Indebtedness of
the Company or provision for such payment, whether outstanding at the date of
the Indenture or thereafter incurred, and this Security is issued subject to
the provisions of the Indenture with respect thereto.  Each Holder of this
Security, by his acceptance hereof, agrees to and shall be bound by such
provisions of the Indenture and authorizes and directs the Trustee in his
behalf to take such action as may be necessary or appropriate to effectuate
such subordination and appoints the Trustee his attorney-in-fact for any and
all such purposes.

                 If an Event of Default, as defined in the Indenture, shall
occur and be continuing, the principal of all the Securities may be declared
due and payable in the manner and with the effect provided in the Indenture.

                 The Indenture contains provisions for defeasance at any time
of ((1) the entire indebtedness of this Security or (2)) certain restrictive
covenants and Events of Default with respect to this Security, in each case
upon compliance with certain conditions set forth in the Indenture.

        [If the Security is not an Original Issue Discount Security,
                      insert the following paragraph.]

                 If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.

                [If the Security is an Original Issue Discount Security, insert
the following paragraph.]

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





                                      -21-

<PAGE>   30
                 The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of at least a majority in aggregate principal amount of the
Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

                 The Indenture provides that no Holder of any Security may
enforce any remedy under the Indenture except in the case of failure of the
Trustee to act after notice of default and after request by the Holders of 25%
in principal amount of the Outstanding Securities and the offer and, if
requested, provision to the Trustee of reasonable indemnity satisfactory to the
Trustee; provided, however, that such provision shall not prevent the Holder
hereof from enforcing payment of the principal of or interest on this Security
after the same shall have become due.

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

                 As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar and
duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.

                 The Securities 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 therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the Holder surrendering
the same.

                 No service charge shall be made to the Holder 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.





                                      -22-

<PAGE>   31
                 Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

                 It is the intention of the Company to conform strictly to all
applicable usury laws and any subsequent revisions, repeals or judicial
interpretations thereof.  Accordingly, if the transactions contemplated hereby
or in the Indenture would be usurious under any applicable law then, in that
event, notwithstanding anything to the contrary in this Security or the
Indenture, it is agreed as follows:  (i) the aggregate of all consideration
which constitutes or is deemed to constitute interest under applicable law that
is contracted for, taken, reserved, charged, collected or received under this
Security and pursuant to the Indenture or otherwise in connection with this
Security shall under no circumstances exceed the maximum amount allowed by
applicable law, and any excess shall be credited to the principal amount of
this Security (or, if the principal amount of this Security shall have been
paid in full, refunded to the Company); and (ii) in the event that the maturity
of this Security is accelerated or in the event of any redemption of this
Security or in the event of any conversion of this Security, then such
consideration that constitutes or is deemed to constitute interest under
applicable law may never include more than the maximum amount allowed by
applicable law, and excess interest, if any, provided for in the Indenture or
this Security or otherwise shall be cancelled automatically as of the date of
such acceleration, redemption or conversion and, if theretofore paid, shall be
credited to the principal amount of this Security (or, if the principal amount
of this Security shall have been paid in full, refunded by the Holder of this
Security to the Company).  All calculations made to compute the rate of
interest that is contracted for, taken, reserved, charged, collected or
received under this Security or under the Indenture or otherwise in connection
with this Security for the purpose of determining whether such rate exceeds the
maximum amount allowed by applicable law shall be made, to the extent permitted
by such applicable law, by amortizing, prorating, allocating and spreading
during the period of the full term of this Security all interest at any time
contracted for, taken, reserved, charged or received by the Holder of this
Security or by the Trustee on behalf of the Holder of this Security in
connection therewith so that the amount or rate of interest charged for any and
all periods of time during the term of this Security is to the greatest extent
possible less than the maximum amount or rate of interest allowed to be charged
by law during the relevant period of time.  Notwithstanding any of the
foregoing, if at any time applicable laws shall be changed so as to permit a
higher rate or amount of interest to be charged than that permitted prior to
such change, then, unless prohibited by law, references in this Security to
"applicable law", when used in the context of determining the maximum interest
or rate of interest that can be charged, shall be deemed to refer to such
applicable law as so amended to allow the greater amount or rate of interest.

                 This Security and the rights of the Holder hereof shall be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflicts of laws.





                                      -23-

<PAGE>   32
                 All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



Date:                       Your Signature:
       -------------------                 -----------------------------------
                                           (Sign exactly as your name appears
                                           on the other side of this Security)

Your Social Security or
Tax Identification Number:                                                     
                            --------------------------------------------------

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

Note:    Signature(s) must be guaranteed by an eligible guarantor institution
         meeting the requirements of the Trustee, which requirements will
         include membership or participation in STAMP or such other "signature
         guarantee program" as may be determined by the Trustee in addition to,
         or in substitution for, STAMP, all in accordance with the Securities
         Exchange Act of 1934, as amended.

Section 204.     Form of Legend for Global Securities.

                 Every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

                 This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof.  This Security may not be transferred to, or registered
or exchanged for Securities registered in the name of, any Person other than
the Depositary or a nominee thereof and no such transfer may be registered,
except in the limited circumstances described in the Indenture.  Every Security
authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, this Security shall be a Global Security subject to the
foregoing, except in such limited circumstances.

Section 205.     Form of Trustee's Certificate of Authentication.

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

                              [INDENTURE TRUSTEE],
                               as Trustee



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




                                      -24-

<PAGE>   33
Section 206.     Form of Assignment.

                                   ASSIGNMENT

For value received ____________________________________________________ hereby
sell(s), assign(s) and transfer(s) unto ______________________________________,
___________________________________________________ _______________ [Please
insert social security or other identifying number of assignee], the within
Security, hereby irrevocably constituting and appointing ______________________
_____________________________________________ attorney to transfer the said
Security on the books of the Company, with full power of substitution in the
premises.

Date: ____________________________   _________________________________________
                                     Signature(s)         
                                                                       
                                     Note:  The signature(s) to this assignment
                                     must correspond with the name as it 
                                     appears upon the face of the within
                                     Security in every particular, without 
                                     alteration, or enlargement or any change 
                                     whatever.


________________________________________
Signature Guarantee





                                      -25-

<PAGE>   34
Note:    Signature(s) must be guaranteed by an eligible guarantor institution
         meeting the requirements of the Trustee, which requirements will
         include membership or participation in STAMP or such other "signature
         guarantee program" as may be determined by the Trustee in addition to,
         or in substitution for, STAMP, all in accordance with the Securities
         Exchange Act of 1934, as amended.

                 [If applicable, insert the following Section.]

Section 207.     Form of Election to Convert.

To Noble Affiliates, Inc.

                 The undersigned owner of this Security hereby irrevocably
exercises the option to convert this Security, or the portion below designated,
into shares of Common Stock of Noble Affiliates, Inc. in accordance with the
terms of the Indenture referred to in this Security, and directs that the
shares issuable and deliverable upon conversion, together with any check in
payment for fractional shares, be issued in the name of and delivered to the
undersigned, unless a different name has been indicated in the assignment
below.  If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.

Dated:

Portion of Security to be
converted ($1,000 or an
integral multiple thereof):
$
 --------------------------            ---------------------------------------
                                       Signature (for conversion only) Please 
                                       Print or Type Name and Address,        
                                       Including Zip Code, and Social Security
                                       or Other Identifying Number:           

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

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

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

                                 ARTICLE THREE

                                 THE SECURITIES

Section 301.     Title and Terms.

                 The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to the sum of (a)
$______________ and (b) such aggregate principal amount (which may not exceed
$______________ aggregate principal amount) of Securities





                                      -26-

<PAGE>   35
as shall be purchased by the "Underwriters" on the "Option Closing Date" (both
as defined in the Underwriting Agreement) pursuant to and in accordance with
the terms and provisions of the Underwriting Agreement, dated ___________ __,
____, between the Company and ________________________________________[, as
representative of the several underwriters], except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906,
1107 or 1301.

                 The Securities shall be known and designated as the
[Description of Subordinated Debt Securities] of the Company.  Their Stated
Maturity shall be ___________ __, ____ and they shall bear interest at the rate
of ___% per annum, from ___________ __, ____ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, payable semiannually on ____________ and _______________, commencing
___________, ____, until the principal thereof is paid or made available for
payment.

                 The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, maintained for such purpose and at
any other office or agency maintained by the Company for such purpose;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

       The Securities shall be redeemable as provided in Article Eleven.

                [If applicable, insert the following paragraph.]

      The Securities shall be convertible as provided in Article Thirteen.

                 The Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article Fourteen.

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

                 (a)      whether Securities of the series are to be issuable
as Registered Securities, Bearer Securities or both, whether any Securities of
the series are to be issuable initially in temporary global form and whether
any Securities of the series are to be issuable in permanent global form or
otherwise, with or without coupons appertaining thereto and, if so, whether
beneficial owners of interests in any such permanent Global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 305, and
the Depositary for any Global Security or Securities;

                 (b)      the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if otherwise
than upon presentation and surrender of the





                                      -27-

<PAGE>   36
coupons appertaining thereto as they severally mature and the extent to which,
or the manner in which, any interest payable on a temporary Global Security on
any Interest Payment Date will be paid if other than in the manner provided in
Section 305;

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

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

                 (e)      if the amount of payments of principal of or any
premium or interest on any Securities of the series may be determined with
reference to an index, the manner in which such amounts shall be determined;

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

                 (g)      if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 502;

                 (h)      the applicability, nonapplicability, or variation, of
Article Eight with respect to the Securities of such Series;

                 (i)      if applicable, that the Securities of the series
shall be subject to either or both of Defeasance or Covenant Defeasance as
provided in Article Fifteen; provided that no series of Securities that is
convertible into Common Stock as provided in Article Thirteen or convertible
into or exchangeable for any other securities pursuant to Section 301(l) shall
be subject to Defeasance pursuant to Section 1502;

                 (j)      if and as applicable, that the Securities of the
series shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary or Depositaries for such Global
Security or Global Securities and any circumstances other than those set forth
in Section 305 in which any such Global Security may be transferred to, and
registered and exchanged for Securities registered in the name of, a Person
other than the Depositary for such Global Security or a nominee thereof and in
which any such transfer may be registered;





                                      -28-

<PAGE>   37
                 (k)      the terms and conditions, if any, pursuant to which
the Securities are convertible into Common Stock of the Company pursuant to
Article Thirteen, and variation thereof;

                 (l)      the terms and conditions, if any, pursuant to which
the Securities are convertible into or exchangeable for any other securities;
and

                 (m)      any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 303) set forth,
or determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

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

Section 302.     Denominations.

                 The Securities shall be issuable in such denominations as
shall be specified as contemplated by Section 301.  In the absence of any such
specified denomination with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

Section 303.     Execution, Authentication, Delivery and Dating.

                 The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice Presidents, under
its corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.  Coupons shall bear the facsimile
signature of the Chairman of the Board, President, Treasurer or any Vice
President of the Company.

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

                 At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupons appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in





                                      -29-

<PAGE>   38
accordance with such Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise; provided, however,
that, in connection with its sale, during the "restricted period" (as defined
in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations),
no Bearer Security shall be mailed or otherwise delivered to any location in
the United States; and provided, further, that a Bearer Security (other than a
temporary Global Security in bearer form delivered as provided in Section 305)
may be delivered outside the United States in connection with its original
issuance and only if the Person entitled to receive such Bearer Security shall
have furnished a certificate in the form set forth in Exhibit A to this
Indenture, or in such other form of certificate as shall contain information
then required by federal income tax laws and, if applicable, federal securities
laws, dated no earlier than the date of certification (the "Date of
Certification"). If any Security shall be represented by a permanent global
Bearer Security, then, for purposes of this Section and Section 305, the
notation of a beneficial owner's interest therein upon original issuance of
such Security or upon exchange of a portion of a temporary Global Security
shall be deemed to be delivery in connection with sale, during the "restricted
period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States
Treasury Regulations) of such beneficial owner's interest in such permanent
Global Security. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled. If the form or terms of
the Securities of the series have been established in or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,

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

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

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

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





                                      -30-

<PAGE>   39
                 Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date of
issuance of the first Bearer Security of such series to be issued.

                 No Security or coupons 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, or the Security to which such coupon
appertains, a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder.

Section 304.     Temporary Securities.

                 Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued in registered form or, if authorized, in bearer form
with one or more coupons appertaining thereto or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities. In the case of any series issuable as Bearer
Securities, such temporary Securities may be in global form. A temporary Bearer
Security shall be delivered only in compliance with the conditions set forth in
Section 303.

                 Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series and
tenor; provided however that no Bearer Security shall be issued in exchange for
a temporary Registered Security; and provided, further, that a definitive
Bearer Security (including interests in a permanent Global Security) shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in Section 303.

                 Any temporary global Bearer Security and any permanent global
Bearer Security shall, unless otherwise provided therein, be delivered to the
London office of a depositary or common depositary (the "Common Depositary")
for the benefit of [Euroclear and CEDEL S.A.] for credit to the respective
accounts of the beneficial owners of such Securities (or to such other accounts
as they may direct).





                                      -31-

<PAGE>   40
                 Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Bearer Security of a series (the "Exchange Date"), the Company shall
deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such temporary global Bearer
Security, executed by the Company. On or after the Exchange Date such temporary
global Bearer Security shall be surrendered by the Common Depositary to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities of that series without
charge and the Trustee shall authenticate and deliver, in exchange for each
portion of such temporary global Bearer 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 temporary global Bearer Security to be
exchanged; provided however, that unless otherwise specified in such temporary
global Bearer Security, no such definitive Securities shall be delivered
unless, upon such presentation by the Common Depositary, such temporary global
Bearer Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by [Euroclear] as to the portion of such temporary
global Bearer Security held for its account then to be exchanged and a
certificate dated the Exchange Date or a subsequent date and signed by [CEDEL
S.A.] as to the portion of such temporary global Bearer Security held for its
account then to be exchanged, each in the form set forth in Exhibit B to this
Indenture. The definitive Securities to be delivered in exchange for any such
temporary global Bearer Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 301, and if any
combination thereof is so specified, as requested by the beneficial owner
thereof.

                 Unless otherwise specified in the temporary global Bearer
Security, the interest of a beneficial owner of Securities of a series in a
temporary global Bearer Security shall be exchanged on or after the Exchange
Date for definitive Securities (and where the form of the definitive Securities
is not specified by the Holder for an interest in a permanent Global Security)
of the same series and of like tenor upon delivery by such beneficial owner to
[Euroclear or CEDEL S.A.], as the case may be, of a certificate in the form set
forth in Exhibit A to this Indenture dated no earlier than the Certification
Date, copies of which certificate shall be available from the offices of
[Euroclear and CEDEL S.A.], the Trustee, any Authenticating Agent appointed for
such series of Securities and each Paying Agent. Unless otherwise specified in
such temporary global Bearer Security, any exchange shall be made free of
charge to the beneficial owners of such temporary global Bearer Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in person at the office of
[Euroclear or CEDEL S.A.]. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Bearer Security shall be
delivered only outside the United States.

                 All Outstanding temporary Securities of any series shall in
all respects entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section
301, interest payable on a temporary global Bearer Security on an Interest
Payment Date for Securities of such series shall be payable to [Euroclear and
CEDEL S.A.] on such





                                      -32-

<PAGE>   41
Interest Payment Date upon delivery by [Euroclear and CEDEL S.A.] to the
Trustee of a certificate or certificates in the form set forth in Exhibit B to
this Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such temporary global Bearer Security on such Interest Payment Date
and who have each delivered to [Euroclear or CEDEL S.A.], as the case may be, a
certificate in the form set forth in Exhibit A to this Indenture. Any interest
so received by [Euroclear and CEDEL S.A.] and not paid as herein provided shall
be returned to the Trustee immediately prior to the expiration of two years
after such Interest Payment Date in order to be repaid to the Company in
accordance with Section 1003.

Section 305.     Registration, Registration of Transfer and Exchange.

                 The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 1002 being herein
sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities.  The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities as herein
provided.

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

                 At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series, of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Registered Securities to be exchanged at such office or
agency.  Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.  A Holder of
Registered Securities cannot have Bearer Securities issued in exchange for such
Registered Securities.

                 At the option of the Holder of Bearer Securities of any
series, such Bearer Securities may be exchanged for Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Bearer Securities to be
exchanged at any office or agency in a Place of Payment for that 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 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 Security shall surrender to
any Paying Agent any such missing coupon in





                                      -33-

<PAGE>   42
respect of which such a payment shall have been made such Holder shall be
entitled to receive from the Company the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same 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 relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date for payment, as the case may be, and interest or
Defaulted Interest, as the case may be, will 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 will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

                 Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

                 No service charge shall be made to the Holder for any
registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1301 not
involving any transfer.

                 Neither the Company nor the Trustee nor any agent of either
shall be required (i) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Securities selected for
redemption under Section 1103 and ending at the close of business on (A) if
Securities of the series are issuable only as Registered Securities, the day of
the mailing of the relevant notice of redemption, and (B) if Securities of the
series are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption, except that if Securities of the series are
also issuable as Registered Securities and there is no such publication,





                                      -34-

<PAGE>   43
the day of the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except the unredeemed portion of any Registered
Security being redeemed in part or (iii) to exchange any Bearer Security so
selected for redemption, except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption.

                 Notwithstanding any other provision in this Indenture, no
registered Global Security may be transferred to, or registered or exchanged
for Securities registered in the name of, any Person other than the Depositary
for such registered Global Security or any nominee thereof, and no such
transfer may be registered, unless (i) such Depositary (A) notifies the Company
that it is unwilling or unable to continue as Depositary for such registered
Global Security or (B) ceases to be a clearing agency registered under the
Exchange Act, (ii) the Company executes and delivers to the Trustee a Company
Order that such registered Global Security shall be so transferable,
registrable and exchangeable, and such transfers shall be registrable, (iii)
there shall have occurred and be continuing an Event of Default with respect to
the Securities evidenced by such registered Global Security or (iv) there shall
exist such other circumstances, if any, as have been specified for this purpose
as contemplated by Section 301.  Notwithstanding any other provision in this
Indenture, a registered Global Security to which the restriction set forth in
the preceding sentence shall have ceased to apply may be transferred only to,
and may be registered and exchanged for Registered Securities registered only
in the name or names of, such Person or Persons as the Depositary for such
registered Global Security shall have directed and no transfer thereof other
than such a transfer may be registered.

                 Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, a registered Global Security
to which the restriction set forth in the first sentence of the preceding
paragraph shall apply, whether pursuant to this Section, Section 304, 306, 906
or 1107 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a registered Global Security.

Section 306.     Mutilated, Destroyed, Lost and Stolen Securities.

                 If any mutilated Security or a Security with a mutilated
coupon appertaining thereto is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding with coupons corresponding
to the coupons, if any, appertaining to the surrendered Security.

                 If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon appertaining thereto 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 actual 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 a Company Request the Trustee shall authenticate
and deliver, in lieu of any such 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





                                      -35-

<PAGE>   44
Security of the same series and of like tenor and principal amount and bearing
a number not contemporaneously outstanding with coupons 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.

                 In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security; provided, however,
that the principal of and any premium in interest on Bearer Securities shall,
except as otherwise provided in Section 1002, be payable only at an office or
agency located outside the United States.

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

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

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

Section 307.     Payment of Interest; Interest Rights Preserved.

                 Except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on any Registered Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Registered Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest.  Interest on any Bearer Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment date shall be paid to the bearer of the applicable coupon appertaining
to such Bearer Security.  Unless otherwise provided with respect to the
Securities of any series, payment of interest may be made at the option of the
Company (i) in the case of Registered Securities, by check mailed or delivered
to the address of any Person entitled thereto as such address shall appear in
the Security Register, or (ii) in the case of Bearer Securities, except as
otherwise provided in Section 1002, upon presentation and surrender of the
appropriate coupon appertaining thereto at an office or agency of the Company
in a Place of Payment located outside the United States or by transfer to an
account maintained by the payee with a bank located outside the United States.





                                      -36-

<PAGE>   45
                 Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                 (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Registered
         Securities (or their respective Predecessor Securities) are registered
         at the close of business on a Special Record Date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each Registered Security and
         the date of the proposed payment, and at the same time the Company
         shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money
         when deposited to be held in trust for the benefit of the Persons
         entitled to such Defaulted Interest as in this clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and
         not less than 10 days prior to the date of the proposed payment and
         not less than 10 days after the receipt by the Trustee of the notice
         of the proposed payment.  The Trustee shall promptly notify the
         Company of such Special Record Date and, in the name and at the
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         mailed, first-class postage prepaid, to each Holder at his address as
         it appears in the Security Register, not less than 10 days prior to
         such Special Record Date.  Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Registered Securities (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         clause (2).

                 (2)      The Company may make payment of any Defaulted
         Interest on the Registered Securities of any series in any other
         lawful manner not inconsistent with the requirements of any securities
         exchange on which the Securities 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 manner of payment shall be deemed practicable by the
         Trustee.

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





                                      -37-

<PAGE>   46
                [If applicable, insert the following paragraph.]

                 In the case of any Registered Security which is converted
after any Regular Record Date and on or prior to the next succeeding Interest
Payment Date (other than any Registered Security whose Maturity is prior to
such Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion, 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 Securities) is registered at the close of
business on such Regular Record Date.  Upon a call for redemption by the
Company, accrued and unpaid interest to the Redemption Date shall be payable
with respect to Securities converted after the notice of redemption has been
mailed and on or prior to the Redemption Date.  Except as otherwise expressly
provided in this paragraph, in the case of any Registered Security which is
converted, interest whose Stated Maturity is after the date of conversion of
such Security shall not be payable.

Section 308.     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 as the owner of such Registered Security for the purpose of
receiving payment of and principal of (and premium, if any) and (subject to
Section 307) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.     Cancellation.

                 All Securities and coupons surrendered for payment,
redemption, registration of transfer or exchange or conversion or for credit
against any sinking fund shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee.  All Registered Securities and matured
coupons so delivered shall promptly be cancelled by the Trustee.  All Bearer
Securities and unmatured coupons so delivered shall be held by the Trustee and,
upon instruction by a Company Order, shall be cancelled or held for reissuance.
Bearer Securities and unmatured coupons held for reissuance may be reissued
only in replacement of mutilated, lost, stolen or destroyed Bearer Securities
of the same series and like tender or the related coupons pursuant to Section
306.  All Bearer Securities and unmatured coupons held by the Trustee pending
such cancellation of reissuance shall be deemed to be delivered to the Trustee
for all purposes of this Indenture and the Securities.  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 promptly
cancelled by the Trustee.  No Securities shall be authenticated in lieu of or
in exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture.  All cancelled Securities held by the
Trustee shall be disposed of as directed by a Company Order.  The Company
shall, within 120 days of a request therefor by the Trustee, deliver a Company
Order directing the destruction of cancelled Securities.  If the Company fails
to respond to such a request within such 120-day period, the Trustee may
destroy any or all





                                      -38-

<PAGE>   47
cancelled Securities, in which case the Trustee shall deliver a certificate as
to such destruction to the Company.

                 In the case of any temporary global Bearer Security, which
shall be disposed of if the entire aggregate principal amount of the Securities
represented thereby has been exchanged, the certificate of disposition shall
state that all certificates required pursuant to Section 304 hereof,
substantially in the form of Exhibit B hereto, to be given by [Euroclear or
CEDEL S.A.], have been duly presented to the Trustee for such Securities by
[Euroclear or CEDEL S.A.], as the case may be.  Permanent Global Securities
shall not be disposed of until exchanged in full for definitive Securities or
until payment thereon is made in full.

Section 310.     Computation of Interest.

                 Interest on the Securities shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

Section 311.     CUSIP Number.

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

Section 312.     Book-Entry Provisions for Global Security.

                 (a)      The Global Security initially shall be registered in
the name of the Depositary for such Global Security or the nominee of such
Depositary and be delivered to the Trustee as custodian for such Depositary.

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

                 (c)      Transfers of the Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees.  Interests of beneficial owners in
the Global Security may be transferred in accordance with the rules and
procedures of the Depositary.  As soon as practicable Permanent Global
Securities





                                      -39-

<PAGE>   48
shall be transferred to all beneficial owners in exchange for their beneficial
interests in the Global Security if, and only if, either (1) the Depositary
notifies the Company that it is unwilling or unable to continue as depositary
for the Global Security and a successor depositary is not appointed by the
Company within 90 days of such notice, or (2) an Event of Default has occurred
and is continuing and the Registrar has received a request from the Depositary
to issue Permanent Global Securities in lieu of all or a portion of the Global
Security (in which case the Company shall deliver Permanent Global Securities
within 30 days of such request).

                 (d)      In connection with the transfer of the entire Global
Security to beneficial owners pursuant to this Section, the Global Security
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner or Agent Member identified by the Depositary, in exchange for
its beneficial interest in the Global Security, an equal aggregate principal
amount of Permanent Global Securities of authorized denominations.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401.     Satisfaction and Discharge of Indenture.

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

                 (1)      either

                          (A)  all Securities of a series theretofore
                 authenticated and delivered and all coupons, if any,
                 appertaining thereto (other than (i) coupons appertaining to
                 Bearer Securities surrendered for exchange for Registered
                 Securities and maturing after such exchange, whose surrender
                 is not required or has been waived as provided in Section 305,
                 (ii) Securities and coupons which have been destroyed, lost or
                 stolen and which have been replaced or paid as provided in
                 Section 306, (iii) coupons appertaining to Bearer Securities
                 called for redemption and maturing after the relevant
                 Redemption Date, whose surrender has been waived as provided
                 in Section 1106, (iv) Securities which have been destroyed,
                 lost or stolen and which have been replaced or paid as
                 provided in Section 306 and (v) Securities and coupons for
                 whose payment money has theretofore been deposited in trust or
                 segregated and held in trust by the Company and thereafter
                 repaid to the Company or discharged from such trust, as
                 provided in Section 1003) have been delivered to the Trustee
                 for cancellation; or





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<PAGE>   49
                          (B)  all such Securities not theretofore delivered to
                 the Trustee for cancellation

                                  (i)      have become due and payable, or

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

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

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

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

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

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

Section 402.     Application of Trust Money.

                 Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons (if any) and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee.  All moneys deposited with the Trustee
pursuant to Section 401 (and held by it or any Paying Agent) for the payment of
Securities and coupons appertaining thereto, if any, subsequently converted
shall be returned to the Company upon Company Request.





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<PAGE>   50
Section 403.     Reinstatement.

                 If the Trustee or Paying Agent is unable to apply any money
deposited with respect to Securities of any series in accordance with Section
401 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's obligations under this Indenture
with respect to the Securities of such series and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 401 until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 401; provided, however, that if
the Company has made any payment of principal of (or premium, if any) or
interest on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.


                                  ARTICLE FIVE

                                    REMEDIES

Section 501.     Events of Default.

                 "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be occasioned by the provisions of Article Fourteen or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                 (1)      default in the payment of any interest upon any
         Security of that series when it becomes due and payable, whether or
         not such payment is prohibited by the provisions of Article Fourteen,
         and continuance of such default for a period of 30 days;

                 (2)      default in the payment of the principal of (or
         premium, if any, on) any Security of that series at its Maturity,
         whether or not such payment is prohibited by the provisions of Article
         Fourteen;

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

                 (4)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty, a default in whose performance or whose breach
         is elsewhere in this Section specifically dealt with), 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 10% in
         principal amount of the Outstanding Securities 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;





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<PAGE>   51
                 (5)      default under any instrument or other evidence of
         indebtedness for money borrowed, or under any guarantee of payment by
         the Company or any Restricted Subsidiary of indebtedness for money
         borrowed, whether such indebtedness or guarantee now exists or shall
         hereafter be created, which default extends beyond any period of grace
         provided with respect thereto and which default relates to (a) the
         obligation to pay the principal of or interest on any such
         indebtedness or guarantee or (b) an obligation other than the
         obligation to pay the principal of or interest on any such
         indebtedness, if the effect of such event of default is to cause the
         acceleration of a principal amount of such indebtedness; provided,
         however, that no default under this Section 501(5) shall exist if all
         such defaults do not relate to such indebtedness or such guarantees
         with an aggregate principal amount in excess of 5% of Consolidated Net
         Tangible Assets; and provided further, that if any such event of
         default has been cured or waived and any acceleration with respect
         thereto rescinded, or if such other indebtedness has been repaid or
         otherwise discharged, the Event of Default arising under this Section
         501(5) by virtue thereof shall not be deemed to have occurred and any
         acceleration under this Section 501(5) pursuant to Section 502 hereof
         shall ipso facto be rescinded so long as such rescission does not
         conflict with any judgment or decree;

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

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





                                      -43-

<PAGE>   52
         corporate action by the Company or any Restricted Subsidiary in
furtherance of any such action.

Section 502.     Acceleration of Maturity; Rescission and Annulment.

                 If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then and in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all the Securities of that series and the interest
accrued thereon to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders) and upon any such
declaration such principal and interest shall become immediately due and
payable.

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

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

                          (A)     all overdue interest on all Securities and
                 coupons appertaining thereto, if any, of that series,

                          (B)     the principal of (and premium, if any, on)
                 any Securities and coupons appertaining thereto, if any, of
                 that series, which have become due otherwise than by such
                 declaration of acceleration and interest thereon at the rate
                 borne by the Securities,

                          (C)     to the extent that payment of such interest
                 is lawful, interest upon overdue interest at the rate borne by
                 the Securities and coupons appertaining thereto, if any, of
                 that series, and

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

                 and

                 (2)      all Events of Default, other than the nonpayment of
         the principal of Securities and coupons appertaining thereto, if any,
         of that series, which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 513.





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<PAGE>   53
No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 503.     Collection of Indebtedness and Suits for Enforcement by
                 Trustee.

                 The Company covenants that if

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

                 (2)      default is made in the payment of the principal of
         (or premium, if any, on) any Security at the Maturity thereof,

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

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

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

Section 504.     Trustee May File Proofs of Claim.

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





                                      -45-

<PAGE>   54
payment of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,

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

                 (ii)     subject to the provisions of Article Fourteen, to
         collect and receive any moneys or other property payable or
         deliverable on any such claims and to distribute the same;

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

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

Section 505.     Trustee May Enforce Claims Without Possession of Securities.

                 All rights of action and claims under this Indenture or 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 of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities or
coupons in respect of which such judgment has been recovered.  In any such
proceeding brought by the Trustee, the Trustee shall be deemed to represent all
Holders without the necessity of joining any Holders as parties.

Section 506.     Application of Money Collected.

                 Subject to Article Fourteen, 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 the case of the distribution of
such money on account of principal (or premium, if any) or





                                      -46-

<PAGE>   55
interest, upon presentation of the Securities or coupons and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                 FIRST:  To the payment of all costs and expenses in connection
         with the collection of such money and to the payment of all amounts
         due the Trustee under Section 607; and

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

Section 507.     Limitation on Suits.

                 No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a receiver 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
         Securities of that series;

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

                 (3)      such Holder or Holders offer and, if requested,
         provide to the Trustee indemnity satisfactory to the Trustee 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 and, if requested, provision 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
         that series;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
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 the Holders.





                                      -47-

<PAGE>   56
Section 508.     Unconditional Right of Holders to Receive Principal, Premium
                 and Interest and to Convert.

                 Notwithstanding any other provision in this Indenture, the
Holder of any Security or coupon shall have the right, which is absolute and
unconditional, subject to the subordination provisions in Article Fourteen, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security or such coupon on the respective Stated
Maturities expressed in such Security or such coupon (or, in the case of
redemption, on the Redemption Date) and to convert such Security or such coupon
in accordance with Article Thirteen and to institute suit for the enforcement
of any such payment and right to convert, and such rights shall not be impaired
without the consent of such Holder.

Section 509.     Restoration of Rights and Remedies.

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

Section 510.     Rights and Remedies Cumulative.

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

Section 511.     Delay or Omission Not Waiver.

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

Section 512.     Control by Holders.

                 The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct in writing
the time, method and place of





                                      -48-

<PAGE>   57
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
that series, provided that

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

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

                 (3)      subject to the provisions of Section 601, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall determine that the action so directed
         would involve the Trustee in personal liability or would be unduly
         prejudicial to Holders not joining in such direction.

                 This Section 512 shall be in lieu of Section 316(a)(1)(A) of
the Trust Indenture Act and said Section 316(a)(1)(A) is hereby expressly
excluded from this Indenture, as permitted by the Trust Indenture Act.

Section 513.     Waiver of Past Defaults.

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

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

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

                 Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.  This
Section 513 shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act
and said Section 316(a)(1)(B) is hereby expressly excluded from this Indenture,
as permitted by the Trust Indenture Act.

Section 514.     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, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party





                                      -49-

<PAGE>   58
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security of that series on or after the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date) or for the enforcement of the right to convert any
Security in accordance with Article Thirteen.  This Section 514 shall be in
lieu of Section 315(e) of the Trust Indenture Act and said Section 315(e) is
hereby expressly excluded from this Indenture, as permitted by the Trust
Indenture Act.

Section 515.     Waiver of Stay or Extension Laws.

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


                                  ARTICLE SIX

                                  THE TRUSTEE

Section 601.     Certain Duties and Responsibilities.

                 The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act.  Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

Section 602.     Notice of Defaults.

                 The Trustee shall give the Holders notice of any default
hereunder as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4), 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"





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<PAGE>   59
means any event which is, or after notice or lapse of time or both would
become, an Event of Default.

Section 603.     Certain Rights of Trustee.

                 Subject to the provisions of Section 601:

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

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

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

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

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

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

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





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<PAGE>   60
Section 604.     Not Responsible for Recitals or Issuance of Securities.

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

Section 605.     May Hold Securities.

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

Section 606.     Money Held in Trust.

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

Section 607.     Compensation and Reimbursement.

                 The Company agrees

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

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

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

                 As security for the performance of the obligations of the
Company under this Section the Trustee shall have a lien prior to the
Securities upon all property and funds held or





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<PAGE>   61
collected by the Trustee as such, except funds held in trust for the payment of
principal of, premium, if any, or interest on particular Securities.

                 When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 501(6) or (7) occurs, the expenses
(including the reasonable charges and expenses of its agents, attorneys and
counsel) and the compensation for services shall be preferred over the status
of the Holders in any reorganization or similar proceeding and are intended to
constitute expenses of administration under any reorganization, bankruptcy or
similar law.

Section 608.     Disqualification; Conflicting Interests.

                 If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such conflicting interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.  In the event that such Trustee fails to comply with the provisions
of this Section 608, Trustee shall, within ten days after failing to comply
with this Section 608, transmit notice of such failure to the Indenture
Security Holders in the manner and to the extent provided for in Section 601.

Section 609.     Corporate Trustee Required; Eligibility.

                 There shall at all times be a Trustee hereunder which shall be
a corporation or other Person that is qualified and eligible pursuant to the
Trust Indenture Act to act as such, has an office or agency in the Borough of
Manhattan, The City of New York, and has a combined capital and surplus of at
least $50,000,000 (or is a member or subsidiary of a bank holding system with
aggregate combined capital and surplus of at least $50,000,000).  If such
corporation or other Person publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.  No obligor upon any
Securities issued under this Indenture or person directly or indirectly
controlling, controlled by or under common control with such obligor shall
serve as Trustee under this Indenture.




                                      -53-

<PAGE>   62
Section 610.     Resignation and Removal; Appointment of Successor.

                 (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 611.

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

                 (c)      The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Securities
specifying such removal, delivered to the Trustee and to the Company.

                 (d)      If at any time:

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

                          (2)     the Trustee shall cease to be eligible under
                 Section 609 and shall fail to resign after written request
                 therefor by the Company or by any such bona fide Holder
                 described in (d)(1) above, or

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

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

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





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<PAGE>   63
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

                 (f)      The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee by
mailing written notice of such event by first-class mail, postage prepaid, to
all Holders as their names and addresses appear in the Security Register.  Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

Section 611.     Acceptance of Appointment by Successor.

                 Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.  Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.

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

Section 612.     Merger, Conversion, Consolidation or Succession to Business.

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

Section 613.     Preferential Collection of Claims Against Company.

                 If and when the Trustee shall be or become a creditor,
directly or indirectly, secured or unsecured, of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).





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<PAGE>   64
Section 614.     Appointment of Authenticating Agent.

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

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

                 An Authenticating Agent may resign at any time by giving 30
days' written notice thereof to the Trustee and to the Company.  The Trustee
may at any time terminate the agency of an Authenticating Agent by giving 30
days' written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders as their names and addresses appear in the Security
Register.  Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent.  No





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<PAGE>   65
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                 The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 607.

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

                 This is one of the Securities of the series described in the
within-mentioned Indenture.

                                [INDENTURE TRUSTEE],
                                     As Trustee
                                
                                
                                By                                             
                                   -------------------------------------------
                                         As Authenticating Agent
                                
                                
                                By                                            
                                   -------------------------------------------
                                         Authorized Officer


                                ARTICLE SEVEN

                           HOLDERS' LISTS AND REPORTS
                             BY TRUSTEE AND COMPANY

Section 701.     Company to Furnish Trustee Names and Addresses of Holders.

                 The Company will furnish or cause to be furnished to the
Trustee:

                 (a)      semiannually, not more than 15 days after each
         Regular Record Date, a list for each series of Securities, in such
         form as the Trustee may reasonably require, of all information in the
         possession or control of the Company, or its paying agents, as to the
         names and addresses of the Holders as of such Regular Record Date, and

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

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





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<PAGE>   66
Section 702.     Preservation of Information; Communications To Holders.

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

                 (b)      The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

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

Section 703.     Reports by Trustee.

                 (a)      The Trustee shall transmit to Holders of Registered
Securities such reports concerning the Trustee and its actions under this
Indenture as may be required under this Indenture and pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.
Reports so required to be transmitted at stated intervals of not more than 12
months shall be transmitted no later than May 15 of each year, commencing with
the May 15 first following the issuance of the Securities.

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

Section 704.     Reports by Company.

                 The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.  In the event the Company is not subject to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Company shall file with the Trustee (a) within 60 days after the end of each of
the Company's first three fiscal quarters in each fiscal year, a report
containing unaudited financial statements with respect to such fiscal quarter
and (b) within 105 days after the end of the Company's fiscal year, a report
containing audited financial statements with respect to such fiscal year.





                                      -58-

<PAGE>   67
                                 ARTICLE EIGHT

                       CONSOLIDATION, MERGER, CONVEYANCE,
                               TRANSFER OR LEASE

Section 801.     Company May Consolidate, Etc., Only on Certain Terms.

                 The Company shall not consolidate with or merge into any other
Person or convey, transfer, lease or otherwise dispose of its properties and
assets substantially as an entirety to any Person, and the Company shall not
permit any Person to consolidate with or merge into the Company or convey,
transfer, lease or otherwise dispose of its properties and assets substantially
as an entirety to the Company, unless:

                 (1)      in case the Company shall consolidate with or merge
         into another Person or convey, transfer, lease or otherwise dispose of
         its properties and assets substantially as an entirety to any Person,
         the Person formed by such consolidation or into which the Company is
         merged or the Person which acquires by conveyance or transfer or
         otherwise, or which leases, the properties and assets of the Company
         substantially as an entirety shall be a Corporation or other similar
         legal entity, shall be organized and validly existing under the laws
         of the United States of America, any state thereof or the District of
         Columbia and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee, in form satisfactory to
         the Trustee, the due and punctual payment of the principal of (and
         premium, if any) and interest on all the Securities and the
         performance of every covenant of this Indenture on the part of the
         Company to be performed or observed and shall have provided for
         conversion rights in accordance with Section 1306;

                 (2)      immediately after giving effect to such transaction,
         no Event of Default, and no event which, after notice or lapse of time
         or both, would become an Event of Default, shall have happened and be
         continuing; and

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

Section 802.     Successor Corporation Substituted.

                 Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer, lease or other
disposition of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer, lease or other disposition 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





                                      -59-

<PAGE>   68
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
relieved of all obligations and covenants under this Indenture and the
Securities and coupons.


                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

Section 901.     Supplemental Indentures Without Consent of Holders.

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

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

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

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

                 (4)      to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registerable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of or any premium or interest on Bearer Securities, to
         permit Bearer Securities to be issued in exchange for Registered
         Securities, to permit Bearer Securities to be issued in exchange for
         Bearer Securities of other authorized denominations or to permit or
         facilitate the issuance of Securities in uncertificated form; or

                 (5)      to add to, change or eliminate any of the provisions
         of this Indenture in respect of one or more series of Securities,
         provided that any such addition, change or elimination (A) shall
         either (i) apply to any Security and coupons appertaining thereto, if
         any, of any series created prior to the execution of such supplemental
         indenture and entitled to the benefit of such provisions nor (ii)
         modify the rights of the Holder of any such Security and coupons
         appertaining thereto, if any, with respect to such provision or (B)
         shall become effective only when there is no such Security or coupons
         appertaining thereto, Outstanding; or





                                      -60-

<PAGE>   69
                 (6)      to secure the Securities and coupons appertaining
         thereto, if any, pursuant to the requirements of Article Ten or
         otherwise; or

                 (7)      to establish the form or terms of Securities and
         coupons appertaining thereto, if any, of any series as permitted by
         Sections 201 and 301; or

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

                 (9)      to make provision with respect to the conversion
         rights of Holders pursuant to the requirements of Section 1306; or

                 (10)     to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein or to make any other provisions with respect to matters or
         questions arising under this Indenture, provided such action pursuant
         to this clause (10) shall not adversely affect the interests of the
         Holders in any material respect.

Section 902.     Supplemental Indentures With Consent of Holders.

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

                 (1)      change the Stated Maturity of the principal of, or
         any installment of principal of or interest on, any Security, or
         reduce the principal amount thereof or the rate of interest thereon or
         any premium payable upon the redemption thereof, or reduce the amount
         of the principal of an Original Issue Discount Security that would be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 502, or change the Place of Payment where,
         or the coin or currency in which, any Security or any premium or the
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date), or adversely affect the right to convert any Security as
         provided in Article Thirteen (except as permitted by Section 901(3)),
         or modify the provisions of this Indenture with respect to the
         subordination of the Securities in a manner adverse to the Holders, or





                                      -61-

<PAGE>   70
                 (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

                 (3)      modify any of the provisions of this Section, Section
         513 or Section 1004, 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.

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

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

                 The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
indenture supplemental hereto.  If a record date is fixed, then those persons
who were Holders at such record date (or their duly designated proxies), and
only those persons, shall be entitled to consent to such supplemental Indenture
or to revoke any consent previously given, whether or not such persons continue
to be Holders after such record date.  No such consent shall be valid or
effective for more than 90 days after such record date.

Section 903.     Execution of Supplemental Indentures.

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

Section 904.     Effect of Supplemental Indentures.

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





                                      -62-

<PAGE>   71
Section 905.     Conformity with Trust Indenture Act.

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

Section 906.     Reference in Securities to Supplemental Indentures.

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


                                  ARTICLE TEN

                                   COVENANTS

Section 1001.    Payment of Principal, Premium and Interest.

                 The Company will duly and punctually pay the principal of
(and premium, if any) and interest on the Securities in accordance with the
terms of the Securities or any coupons appertaining thereto.  Unless otherwise
specified as contemplated by Section 301 with respect to any series of
Securities, any interest due on and payable with respect to Bearer Securities
on or before Maturity shall be payable only upon presentation and surrender of
the several coupons for such interest installments, as are evidenced thereby as
they severally mature.

Section 1002.    Maintenance of Office or Agency.

                 If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for any such
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange, where Securities of that
series may be surrendered for conversion and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served.  If Securities of a series are issuable as Bearer Securities,
the Company will maintain (A) in the Borough of Manhattan, the City of New
York, an office or agency where any Registered Securities of that series may be
presented or surrendered for payment, where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange for Registered Securities, where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for





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<PAGE>   72
that series which is located outside the United States, an office or agency
where Bearer Securities of that series and related coupons may be presented and
surrendered for payment; provided, however, that if the Securities of that
series are listed on the International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United
States an office or agency where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served.  The Company 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 that series and the
related coupons may be presented and surrendered for payment at the office of
any Paying Agent for such series located outside the United States, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

                 No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company 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, nor shall any
payments be made in respect of Bearer Securities or coupons appertaining
thereto pursuant to the presentation to the Company or its designated Paying
Agents within the United States; provided, however, that, if the Securities of
a series are denominated and payable in Dollars, payment of principal of and
any premium and interest on any Bearer Security shall be made at the office of
the Company's Paying Agent in The Borough of Manhattan, The City of New York,
if (but only if) payment in Dollars of the full amount of such principal,
premium or interest, as the case may be, at all offices or agencies outside the
United States maintained for the 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 may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.





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<PAGE>   73
Section 1003.     Money for Security 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 and coupons appertaining thereto, if
any, it will, on or before each due date of the  principal of (and premium, if
any) or interest on any of the Securities of that series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
will promptly notify the Trustee of its action or failure so to act.

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

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

                  (1)     comply with the provisions of the Trust Indenture Act
         applicable to it as a Paying Agent; and

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

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

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





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<PAGE>   74
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in New York, New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 1004.     Existence.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if a transaction that would result in the termination of the Company's
existence or any such right or franchise is permissible under Article Eight or
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders.

Section 1005.     Statement by Officers as to Default.

                  The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, in each case ending after the
date hereof, an Officers' Certificate, stating that a review of the activities
of the Company and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company is not in default in
the performance or observance of any of the terms, provisions and conditions
hereof or, if a default or Event of Default shall have occurred, describing all
such defaults or Events of Default of which he may have knowledge and that to
the best of his knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of or interest, if any, on
the Securities are prohibited or if such event has occurred, a description of
the event.

Section 1006.     Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply
with any term, provision or condition set forth in Section 1004, with respect
to the Securities of any series, if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.





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<PAGE>   75
                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101.     Applicability of Article.

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

Section 1102.     Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution.  In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed and whether the Trustee is to give the notice of redemption.  In
case of redemption in whole, the Company shall notify the Trustee of such
redemption at least 15 days prior to the date the notice of redemption is to be
sent and whether the Trustee is to give such notice.  In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officer's Certificate
evidencing compliance with such restriction.

Section 1103.     Selection by Trustee of Securities to Be Redeemed.

                  If less than all the Securities of any series 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
(including pro rata or by lot) as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to
$1,000 or any integral multiple thereof) of the principal amount of Securities
of that series of a denomination larger than $1,000.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion 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 during a selection of Securities to be
redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.

                  The Trustee shall promptly notify the Company and each
Security Registrar 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





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<PAGE>   76
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Securities which has been or is to be redeemed.

Section 1104.     Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
Section 106; mailed not less than 15 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed.

                  All notices of redemption shall state:

                  (1)     the Redemption Date;

                  (2)     the Redemption Price;

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

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

                  (5)     the conversion price, the date on which the right to
         convert the principal of the Securities to be redeemed will terminate
         and the place or places where such Securities may be surrendered for
         conversion;

                  (6)     the place or places where such Securities, together
         in the case of Bearer Securities with all coupons appertaining
         thereto, are to be surrendered for payment of the Redemption Price;

                  (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 appertaining thereto 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,
         or security or indemnity satisfactory to the Company, the Trustee and
         any Paying Agent is furnished; and

                  (9)     if Bearer Securities of any series are to be redeemed
         and any Registered Securities of such series are not be redeemed, and
         if such Bearer Securities may be exchanged for Registered Securities
         not subject to redemption on such Redemption Date pursuant to Section
         305 or otherwise, the last date, as determined by the Company, on
         which such exchanges may be made.





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<PAGE>   77
                  A notice of redemption as contemplated by Section 106 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 Company Request, by the Trustee in the name and at
the expense of the Company.

Section 1105.     Deposit of Redemption Price.

                  Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the  Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money in immediately available funds sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date
other than any Securities called for redemption on that date which have been
converted prior to the date of such deposit.

                  If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held
in trust for the redemption of such Security shall (subject to the right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 307) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

Section 1106.     Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be redeemed.  Upon surrender of any
such Security for redemption in accordance with said notice, together with all
coupons appertaining thereto, if any, maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as provided in Section 301, installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307 and, provided further, that all
payments on Bearer Securities shall be made only in the manner provided in
Section 1002 for payments on Bearer Securities.

                  If any Bearer Security surrendered for redemption shall not
be accompanied by all appurtenant coupons appertaining thereto 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
appertaining thereto, or the surrender of such missing coupon or coupons
appertaining thereto 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





                                      -69-

<PAGE>   78
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 deduction; provided, however, that interest
represented by coupon appertaining thereto shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons appertaining thereto.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Security.

Section 1107.     Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, of 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.

Section 1108.     Purchase of Securities.

                  Unless otherwise specified as contemplated by Section 301,
the Company and any Affiliate of the Company may at any time purchase or
otherwise acquire Securities or coupons appertaining thereto in the open market
or by private agreement; provided that purchases or other acquisitions of
Bearer Securities or coupons appertaining thereto by the Company or any
Affiliate of the Company may be made only outside the United States, and
payments therefor may be made only upon surrender of such Bearer Securities or
coupons appertaining thereto at a location outside the United States and only
in the manner provided for payments on Bearer Securities in Section 1002.  Such
acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by such Securities or coupons
appertaining thereto.  Any Securities or coupons appertaining thereto purchased
or acquired by the Company may be delivered to the Trustee and, upon such
delivery, the indebtedness represented thereby shall be deemed satisfied.
Section 309 shall apply to all Securities and coupons so delivered.

Section 1109.  Effect of Notice of Redemption.

                  Once notice of redemption is mailed, the Securities called
for redemption become due and payable on the specified Redemption Date at the
Redemption price.





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<PAGE>   79
                                 ARTICLE TWELVE

                                 SINKING FUNDS

Section 1201.     Applicability of Article.

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

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

Section 1202.     Satisfaction of Sinking Fund Payments with Securities.

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

Section 1203.     Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered.  Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104.  Such
notice having been duly





                                      -71-

<PAGE>   80
given, the redemption of such Securities shall be made upon the terms and in
the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                            CONVERSION OF SECURITIES

Section 1301.     Applicability; Conversion Privilege and Conversion Price.

         Securities of any series which are convertible into Common Stock of
the Company shall be convertible in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.

         Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security or any portion of the
outstanding principal amount thereof which is $1,000 or an integral multiple of
$1,000 may be converted at the principal amount thereof, or of such portion
thereof, into fully paid and nonassessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common Stock of the Company at
the conversion price, determined as hereinafter provided, in effect at the time
of conversion.  Such conversion right shall expire at the close of business on
the date specified for Securities of such series.  In case a Security or
portion thereof is called for redemption at the election of the Company, such
conversion right in respect of the Security or portion so called shall expire
at the close of business on the _______ calendar day before the Redemption
Date, unless the Company defaults in making the payment due upon redemption.

         The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "conversion price") shall be the price specified
in relation to Securities of such series pursuant to Section 301.  The
conversion price shall be adjusted in certain instances as provided in this
Article.

Section 1302.     Exercise of Conversion Privilege.

         In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency of the Company
maintained for that purpose pursuant to Section 1002, accompanied by written
notice to the Company (which shall be substantially in the form set forth in
Section 203) at such office or agency that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted.  Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on
such Interest Payment Date shall (except in the case of Securities or portions
thereof which have been called for redemption on a Redemption Date within such
period) be accompanied by payment in ____________ 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 Securities being surrendered
for conversion.  Subject to the provisions of Section 307 relating to the
payment of





                                      -72-

<PAGE>   81
Defaulted Interest by the Company, the interest payment with respect to a
Security called for redemption on a Redemption Date during the period from the
close of business on any Regular Record Date next preceding any Interest
Payment Date to the opening of business on such Interest Payment Date shall be
payable on such Interest Payment Date to the Holder of such Security at the
close of business on such Regular Record Date notwithstanding the conversion of
such Security after such Regular Record Date and prior to such Interest Payment
Date, and the Holder converting such Security need not include a payment of
such interest payment amount upon surrender of such Security for conversion.
Except as provided in the preceding sentence and subject to the final paragraph
of Section 307 no payment or adjustment shall be made upon any conversion on
account of any interest accrued on the Securities surrendered for conversion or
on account of any dividends on the Common Stock issued upon conversion.

         Securities shall be deemed to have been converted immediately prior to
the close of business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time.  As promptly as practicable on or after the conversion date, the Company
shall issue and shall deliver at such office or agency a certificate or
certificates for the number of full shares of Common Stock issuable upon
conversion, together with payment in lieu of any fraction of a share, as
provided in Section 1303.

         In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in aggregate principal amount equal to
the unconverted portion of the principal amount of such Security.

Section 1303.     Fractions of Shares.

         No fractional shares of Common Stock shall be issued upon conversion
of Securities.  If more than one Security shall be surrendered for conversion
at one time by the same Holder, the number of full shares which shall be
issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof) so
surrendered.  Instead of any fractional share of Common Stock which would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall pay a cash adjustment in respect
of such fraction in an amount equal to the same fraction of the daily closing
price per share of Common Stock (consistent with Section 1304(f) below) at the
close of business on the day of conversion.

Section 1304.     Adjustment of Conversion Price.

         (a)      In case the Company shall pay or make a dividend or other
                  distribution on any class of capital stock of the Company in
                  Common Stock, the conversion price in effect at the opening
                  of business on the day following the date fixed for
                  determination of stockholders entitled to receive such
                  dividend or other





                                      -73-

<PAGE>   82
                  distribution shall be reduced by multiplying such conversion
                  price by a fraction of which the numerator shall be the
                  number of shares of Common Stock outstanding at the close of
                  business on the date fixed for such determination and the
                  denominator shall be the sum of such number of shares and the
                  total number of shares constituting such dividend or other
                  distribution, such reduction to become effective immediately
                  after the opening of business on the day following the date
                  fixed for such determination.  For the purposes of this
                  paragraph (a), the number of shares of Common Stock at any
                  time outstanding shall not include shares held in the
                  treasury of the Company but shall include shares issuable in
                  respect of scrip certificates issued in lieu of fractions of
                  shares of Common Stock.  The Company will not pay any
                  dividend or make any distribution on shares of Common Stock
                  held in the treasury of the Company.

         (b)      In case the Company shall issue rights or warrants to all
                  holders of its Common Stock entitling them to subscribe for
                  or purchase shares of Common Stock at a price per share less
                  than the current market price per share (determined as
                  provided in paragraph (f) of this Section) of the Common
                  Stock on the date fixed for the determination of stockholders
                  entitled to receive such rights or warrants (other than
                  pursuant to a dividend reinvestment plan), the conversion
                  price in effect at the opening of business on the day
                  following the date fixed for such determination shall be
                  reduced by multiplying such conversion price by a fraction of
                  which the numerator shall be the number of shares of Common
                  Stock outstanding at the close of business on the date fixed
                  for such determination plus the number of shares of Common
                  Stock which the aggregate of the offering price of the total
                  number of shares of Common Stock so offered for subscription
                  or purchase would purchase at such current market price and
                  the denominator shall be the number of shares of Common Stock
                  outstanding at the close of business on the date fixed for
                  such determination plus the number of shares of Common Stock
                  so offered for subscription or purchase, such reduction to
                  become effective immediately after the opening of business on
                  the day following the date fixed for such determination.  For
                  the purposes of this paragraph (b), the number of shares of
                  Common Stock at any time outstanding shall not include shares
                  held in the treasury of the Company but shall include shares
                  issuable in respect of scrip certificates issued in lieu of
                  fractions of shares of Common Stock.  The Company will not
                  issue any rights or warrants in respect of shares of Common
                  Stock held in the treasury of the Company.

         (c)      In case outstanding shares of Common Stock shall be
                  subdivided into a greater number of shares of Common Stock,
                  the conversion price in effect at the opening of business on
                  the day following the day upon which such subdivision becomes
                  effective shall be proportionately reduced, and, conversely,
                  in case outstanding shares of Common Stock shall each be
                  combined into a smaller number of shares of Common Stock, the
                  conversion price in effect at the opening of business on the
                  day following the day upon which such combination becomes
                  effective shall be proportionately increased, such reduction
                  or increase, as the case may be, to become effective
                  immediately after the opening of





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<PAGE>   83
                  business on the day following the day upon which such
                  subdivision or combination becomes effective.

         (d)      In case the Company, by dividend or otherwise, shall
                  distribute to all holders of its Common Stock evidences of
                  its indebtedness or assets (including securities, but
                  excluding any rights or warrants referred to in paragraph (b)
                  of this Section, any dividend or distribution paid in cash
                  out of the earned surplus of the Company and any dividend or
                  distribution referred to in paragraph (a) of this Section),
                  the conversion price shall be adjusted so that the same shall
                  equal the price determined by multiplying the conversion
                  price in effect immediately prior to the close of business on
                  the date fixed for the determination of stockholders entitled
                  to receive such distribution by a fraction of which the
                  numerator shall be the current market price per share
                  (determined as provided in paragraph (6) of this Section) of
                  the Common Stock on the date fixed for such determination
                  less the then fair market value (as determined by the Board
                  of Directors, whose determination shall be conclusive and
                  described in a Board Resolution filed with the Trustee) of
                  the portion of the assets or evidences of indebtedness so
                  distributed applicable to one share of Common Stock and the
                  denominator shall all be such current market price per share
                  of the Common Stock, such adjustment to become effective
                  immediately prior to the opening of business on the day
                  following the date fixed for the determination of
                  stockholders entitled to receive such distribution.  If after
                  the Distribution Date (the "Distribution Date"), as defined
                  in __________________, dated as of __________________,
                  between the Company and _______________________, as in effect
                  on the date hereof (the "Rights Agreement"), converting
                  Holders of the Securities are not entitled to receive the
                  Rights, as defined in the Rights Agreement, which would
                  otherwise be attributable (but for the date of conversion) to
                  the shares of Common Stock received upon such conversion,
                  then adjustment of the conversion price shall be made under
                  the preceding sentence as if the Rights were then being
                  distributed to holders of the Company's Common Stock.  If
                  such an adjustment is made and the Rights are later redeemed,
                  invalidated or terminated, then a corresponding reversing
                  adjustment shall be made to the conversion price, on an
                  equitable basis, to take account of such event.  However, it
                  is hereby agreed that the Company may elect to amend the
                  provisions presently applicable to the Rights so that each
                  share of Common Stock issuable upon conversion of the
                  Securities, whether or not issued after the Distribution Date
                  for such Rights, will be accompanied by the Rights which
                  would otherwise be attributable (but for the date of
                  conversion) to such shares of Common Stock, in which event
                  the preceding two sentences will not apply.

         (e)      The reclassification of Common Stock into securities other
                  than Common Stock (other than any reclassification upon a
                  consolidation or merger to which Section 1311 applies) shall
                  be deemed to involve (A) a distribution of such securities
                  other than Common Stock to all holders of Common Stock (and
                  the effective date of such reclassification shall be deemed
                  to be "the date fixed for the determination of stockholders
                  entitled to receive such distribution" and the "date





                                      -75-

<PAGE>   84
                  fixed for such determination" within the meaning of paragraph
                  (d) of this Section), and (B) a subdivision or combination,
                  as the case may be, of the number of shares of Common Stock
                  outstanding immediately prior to such reclassification into
                  the number of shares of Common Stock outstanding immediately
                  thereafter (and the effective date of such reclassification
                  shall be deemed to be "the day upon which such subdivision
                  becomes effective" or "the day upon which such combination
                  becomes effective," as the case may be, such "the day upon
                  which such subdivision or combination becomes effective"
                  within the meaning of paragraph (c) of this Section).

         (f)      For the purpose of any computation under paragraphs (b) and
                  (d) of this Section, the current market price per share of
                  Common Stock on any day shall be deemed to be the average of
                  the daily closing prices for the five consecutive trading
                  days (i.e., Business Days on which the Common Stock is
                  traded) selected by the Board of Directors commencing not
                  more than 20 trading days before, and ending not later than,
                  the earlier of the day in question and the day before the
                  "ex" date with respect to the issuance or distribution,
                  requiring such computation.  For this purpose, the term "`ex'
                  date," when used with respect to any issuance or
                  distribution, shall mean the first date on which the Common
                  Stock trades regular way on the applicable exchange or in the
                  applicable market without the right to receive such issuance
                  or distribution.  The closing price for each day shall be the
                  reported last sale price regular way or, in case no such
                  reported sale takes place on such day, the average of the
                  reported closing bid and asked prices regular way, in either
                  case on the New York Stock Exchange or, if the Common Stock
                  is not listed or admitted to trading on such Exchange, on the
                  principal national securities exchange on which the Common
                  Stock is listed or admitted to trading or, if not listed or
                  admitted to trading on any national securities exchange, on
                  the National Association of Securities Dealers Automated
                  Quotations National Market System or, if the Common Stock is
                  not listed or admitted to trading on any national securities
                  exchange or quoted on such National Market System, the
                  average of the closing bid and asked prices in the
                  over-the-counter market as furnished by any New York Stock
                  Exchange member firm selected from time to time by the Board
                  of Directors for that purpose.

         (g)      The Company may make such reductions in the conversion price,
                  in addition to those required by paragraphs (a), (b), (c) and
                  (d) of this Section, as it considers to be advisable in order
                  to avoid or diminish any income tax to any holders of shares
                  of Common Stock resulting from any dividend or distribution
                  of stock or issuance of rights or warrants to purchase or
                  subscribe for stock or from any event treated as such for
                  income tax purposes or for any other reasons.  The Company
                  shall have the power to resolve any ambiguity or correct any
                  error in this paragraph (g) and its actions in so doing shall
                  be final and conclusive.

         (h)      No adjustment in the conversion price shall be required
                  unless such adjustment would require an increase or decrease
                  of at least one percent in such conversion





                                      -76-

<PAGE>   85
                  price; provided, however, that any adjustments which by
                  reason of this paragraph (h) is not required to be made shall
                  be carried forward and taken into account in any subsequent
                  adjustment.  All calculations under this Article shall be
                  made to the nearest cent or to the nearest 1/100 of a share,
                  as the case may be.

Section 1305.     Notice of Adjustments of Conversion Price.

         Whenever the conversion price is adjusted as herein provided:

         (a)      the Company shall compute the adjusted conversion price in
                  accordance with Section 1504 and shall prepare a certificate
                  signed by the Treasurer of the Company setting forth the
                  adjusted conversion price and showing in reasonable detail
                  the facts upon which such adjustment is based, and such
                  certificate shall forthwith be filed at each office or agency
                  maintained for the purpose of conversion of Securities
                  pursuant to Section 1002; and

         (b)      a notice stating that the conversion price has been adjusted
                  and setting forth the adjusted conversion price shall
                  forthwith be required, and as soon as practicable after it is
                  required, such notice shall be mailed by the Company to all
                  Holders at their last addresses as they shall appear in the
                  Security Register.

Section 1306.     Notice of Certain Corporate Action.

         In case:

         (a)      the Company shall declare a dividend (or any other
                  distribution) on its Common Stock payable otherwise than in
                  cash out of its earned surplus; or

         (b)      the Company shall authorize the granting to the holders of
                  its Common Stock of rights or warrants to subscribe for or
                  purchase any shares of capital stock of any class or of any
                  other rights; or

         (c)      of any reclassification of the Common Stock of the Company
                  (other than a subdivision or combination of its outstanding
                  shares of Common Stock), or of any consolidation, merger or
                  share exchange to which the Company is a party and for which
                  approval of any stockholders of the Company is required, or
                  of the sale or transfer of all or substantially all of the
                  assets of the Company; or

         (d)      of the voluntary or involuntary dissolution, liquidation or
                  winding up of the Company then the Company shall cause to be
                  filed at each office or agency maintained for the purpose of
                  conversion of Securities pursuant to Section 1002, and shall
                  cause to be mailed to all Holders at their last addresses as
                  they shall appear in the Security Register, at least 20 days
                  (or 10 days in any case specified in clause (a) or (b) above)
                  prior to the applicable record or effective date hereinafter
                  specified, a notice stating (x) the date on which a record is
                  to





                                      -77-

<PAGE>   86
                  be taken for the purpose of such dividend, distribution,
                  rights or warrants, or, if a record is not to be taken, the
                  date as of which the holders of Common Stock of record to be
                  entitled to such dividend, distribution, rights or warrants
                  are to be determined, or (y) the date on which such
                  reclassification, consolidation, merger, share exchange,
                  sale, transfer, dissolution, liquidation or winding up is
                  expected to become effective, and the date as of which it is
                  expected that holders of Common Stock of record shall be
                  entitled to exchange their shares of Common Stock for
                  securities, cash or other property deliverable upon such
                  reclassification, consolidation, merger, share exchange,
                  sale, transfer, dissolution, liquidation or winding up.
                  Neither the failure to give such notice nor any defect
                  therein shall affect the legality or validity of the
                  proceedings described in Clauses (a) through (d) of this
                  Section 1306.  If at the time the Trustee shall not be the
                  conversion agent, a copy of such notice shall also forthwith
                  be filed by the Company with the Trustee.

                  Not less than seven days prior to the Distribution Date (as
                  defined in Section 1304(d)), the Company shall cause to be
                  filed at each office or agency maintained for the purpose of
                  conversion of Securities pursuant to Section 1002, and shall
                  cause to be mailed to all Holders at their last addresses as
                  they shall appear in the Security Register, a notice stating
                  the date on which the Distribution Date is to occur, and
                  briefly describing the import thereof.  Neither the failure
                  to give such notice nor any defect therein shall affect the
                  legality or validity of the proceedings described in the
                  Rights Agreement (as defined in Section 1304(d)).  If at the
                  time the Trustee shall not be the conversion agent, a copy of
                  such notice shall also forthwith be filed by the Company with
                  the Trustee.

Section 1307.     Company to Reserve Common Stock.

         The Company shall at all times reserve and keep available out of its
authorized but unissued Common Stock, for the purpose of effecting the
conversion of Securities, the full number of shares of Common Stock then
issuable upon the conversion of all Outstanding Securities.

Section 1308.     Taxes on Conversions.

         The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto.  The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.





                                      -78-

<PAGE>   87
Section 1309.     Covenant as to Common Stock.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
nonassessable and, except as provided in Section 1408, the Company will pay all
taxes, liens and charges with respect to the issue thereof.

Section 1310.     Cancellation of Converted Securities.

         All Securities delivered for conversion shall be delivered to the
Trustee to be cancelled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 309.

Section 1311.     Provisions in Case of Consolidation, Merger or Sale of
Assets.

         In case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any sale or transfer of all or substantially all of the assets of the
Company, the Person formed by such consolidation or resulting from such merger
or which acquires such assets, as the case may be, shall execute and deliver to
the Trustee a supplemental indenture providing that the Holder of each
convertible Security then outstanding shall have the right thereafter, during
the period such Security shall be convertible as specified in Section 1301, to
convert such Security only into the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by
a holder of the number of shares of Common Stock of the Company into which such
Security might have been converted immediately prior to such consolidation,
merger, sale or transfer, assuming such holder of Common Stock of the Company
failed to exercise his rights of election, if any, as to the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
sale or transfer (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer is
not the same for each share of Common Stock of the Company in respect of which
such rights of election shall not have been exercised ("non-electing share"),
then for the purpose of this Section the kind and amount of securities, cash
and other property receivable upon such consolidation, merger, sale or transfer
by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares).  Such
supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article.  The above provisions of this Section shall similarly apply to
successive consolidations, mergers, sales or transfers.

Section 1312.     Responsibility of Trustee.

         Neither the Trustee nor any conversion agent shall at any time be
under any duty or responsibility to any Holder of Securities to determine
whether any fact exists which may require any adjustment of the conversion
price, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, or herein or in any





                                      -79-

<PAGE>   88
supplemental indenture provided to be employed, in making the same.  Neither
the Trustee nor any conversion agent shall be accountable with respect to the
registration, validity or value (or the kind or amount) of any shares of Common
Stock, or of any securities or property, which may at any time be issued or
delivered upon the conversion of any Security; and neither the Trustee nor any
conversion agent makes any representation with respect thereto.  Neither the
Trustee nor any conversion agent shall be responsible for any failure of the
Company to issue or transfer or deliver any Common Stock or stock certificates
or other securities or property or to make any cash payment upon the surrender
of any Security for the purpose of conversion or to comply with any of the
covenants of the Company contained in this Article Thirteen.


                                ARTICLE FOURTEEN

                          SUBORDINATION OF SECURITIES

Section 1401.     Securities Subordinate to Senior Indebtedness.

                  The Company covenants and agrees, and each Holder of a
Security or coupon by his acceptance thereof likewise covenants and agrees
that, to the extent and in the manner hereinafter set forth in this Article,
the indebtedness represented by the Securities and the payment of the principal
of (and premium, if any) and interest on each and all of the Securities and the
payment of any coupon are hereby expressly made subordinate and subject in
right of payment to the prior payment in full of all Senior Indebtedness.

Section 1402.     Payment Over of Proceeds Upon Dissolution, Etc.

                  Upon any distribution of assets of the Company in the event
of (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its creditors, as such, or to its
assets, or (b) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (c) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company, then and in any such
event the holders of Senior Indebtedness shall be entitled to receive payment
in full of all amounts due or to become due on or in respect of all Senior
Indebtedness, or provisions shall be made for such payment in money or money's
worth, before the Holders of the Securities or coupons appertaining thereto are
entitled to receive any payment on account of principal of (or premium, if any)
or interest on the Securities or the payment of the coupon amounts appertaining
thereto, and to that end the holders of Senior Indebtedness shall be entitled
to receive, for application to the payment thereof, any payment or distribution
of any kind or character, whether in cash, property or securities, including
any such payment or distribution which may be payable or deliverable by reason
of the payment of any other indebtedness of the Company being subordinated to
the payment of the Securities, which may be payable or deliverable in respect
of the Securities or coupons appertaining thereto in any such case, proceeding,
dissolution, liquidation or other winding up or event.





                                      -80-

<PAGE>   89
                  In the event that, notwithstanding the foregoing provisions
of this Section, the Trustee or the Holder of any Security or coupons
appertaining thereto shall have received any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities, before all Senior
Indebtedness is paid in full or payment thereof provided for, and if such fact
shall then have been made known to the Trustee, or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

                  For purposes of this Article only, 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 with respect to the Securities to the payment of all Senior
Indebtedness which may at the time be outstanding; provided, however, 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 the Senior Indebtedness are 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 or transfer
of its properties and assets substantially as an entirety to another Person
upon the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshalling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

Section 1403.     Prior Payment to Senior Indebtedness Upon Acceleration of
                  Securities.

                  In the event that any Securities or any coupons appertaining
thereto are declared due and payable before their Stated Maturity, then and in
such event the holders of Senior Indebtedness outstanding at the time such
Securities or any coupons appertaining thereto so become due and payable shall
be entitled to receive payment in full of all amounts due or to become due on
or in respect of all such Senior Indebtedness, or provision shall be made for
such payment in money or money's worth, before the Holders of the Securities or
any coupons appertaining thereto are entitled to receive any payment (including
any payment which may be payable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the Securities
or any coupons appertaining thereto) by the Company on account of the principal
of (or premium, if any) or interest on the Securities or any coupons





                                      -81-

<PAGE>   90
appertaining thereto or on account of the purchase or other acquisition of
Securities or any coupons appertaining thereto.

                  In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Securities or any
coupons appertaining thereto prohibited by the foregoing provisions of this
Section, and if such facts shall then have been made known to the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be
paid over and delivered forthwith to the Company for the benefit of the holders
of Senior Indebtedness.

                  The provisions of this Section shall not apply to any payment
with respect to which Section 1402 would be applicable.

Section 1404.     No Payment When Senior Indebtedness in Default.

                  (a)     In the event and during the continuation of any
default in the payment of principal (or premium, if any) or interest on any
Senior Indebtedness beyond any applicable grace period with respect thereto, or
in the event that any event of default with respect to any Senior Indebtedness
shall have occurred and be continuing permitting the holders of such Senior
Indebtedness (or a trustee on behalf of the holders thereof) to declare such
Senior Indebtedness due and payable prior to the date on which it would
otherwise have become due and payable, unless and until such event of default
shall have been cured or waived or shall have ceased to exist and such
acceleration shall have been rescinded or annulled, or (b) in the event any
judicial proceeding shall be pending with respect to any such default in
payment or event of default; then no payment (including any payment which may
be payable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities and any coupons
appertaining thereto) shall be made by the Company on account of principal of
(or premium, if any) or interest on the Securities or on account of the
purchase or other acquisition of Securities and any coupons appertaining
thereto; provided, however, that nothing in this Section shall prevent the
satisfaction of any sinking fund payment in accordance with Article Twelve by
delivering and crediting pursuant to Section 1202 Securities and any coupons
appertaining thereto which have been acquired (upon redemption or otherwise)
prior to such default or which have been converted pursuant to Article
Thirteen.

                  In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security and any
coupons appertaining thereto prohibited by the foregoing provisions of this
Section, and if such fact shall then have been made known to the Trustee or, as
the case may be, such Holder, then and in such event such payment shall be paid
over and delivered forthwith to the Company for the benefit of the holders of
Senior Indebtedness.

                  The provisions of this Section shall not apply to any payment
with respect to which Section 1402 would be applicable.





                                      -82-

<PAGE>   91
Section 1405.     Payment Permitted if No Knowledge of Default.

                  Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any
time except during the pendency of any insolvency or bankruptcy case or
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 1402 or under the conditions described in
Section 1403 or 1404, from making payments at any time of principal of (and
premium, if any) or interest on the Securities, or (b) the application by the
Trustee or the retention thereof by the Holders of any money deposited with it
hereunder to the payment of or on account of the principal of (and premium, if
any) or interest on the Securities if, at the time of such application, a
Responsible Officer of the Trustee had not received written notice of any event
that would have prohibited such payment under the provisions of this Article.

Section 1406.     Subrogation to Rights of Holders of Senior Indebtedness.

                  Subject to the payment in full of all Senior Indebtedness,
the Holders of the Securities and any coupons appertaining thereto shall be
subrogated to the extent of the payments or distributions made to the holders
of such Senior Indebtedness pursuant to the provisions of this Article to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities and any coupons appertaining thereto shall be paid in full.  For
purposes of such subrogation, no payments or distributions to the holders of
the Senior Indebtedness of any cash, property or securities to which the
Holders of the Securities and any coupons appertaining thereto or the Trustee
would be entitled except for the provisions of this Article, and no payments
over pursuant to the provisions of this Article to the Company or to the
holders of Senior Indebtedness by Holders of the Securities and any coupons
appertaining thereto or the Trustee shall, as between the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities and any coupons appertaining thereto, be deemed to be a payment or
distribution by the Company to or on account of the Securities and any coupons
appertaining thereto.

Section 1407.     Provisions Solely to Define Relative Rights.

                  The provisions of this Article are and are intended solely
for the purpose of defining the relative rights of the Holders of the
Securities and any coupons appertaining thereto, on the one hand, and the
holders of Senior Indebtedness, on the other hand.  Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, its creditors and the Holders of the
Securities and any coupons appertaining thereto, the obligation of the Company,
which is absolute and unconditional, and which, subject to the rights under
this Article of the holders of Senior Indebtedness, is intended to rank equally
with all other general obligations of the Company, to pay to the Holders of the
Securities and any coupons appertaining thereto the principal of (and premium,
if any) and interest on the Securities and any coupons appertaining thereto as
and when the same shall become due and payable in accordance with their terms,
or (b) affect the relative rights against the Company of the Holders of the
Securities and any coupons





                                      -83-

<PAGE>   92
appertaining thereto and creditors of the Company other than the holders of
Senior Indebtedness, or (c) prevent the Trustee or the Holder of any Security
and any coupons appertaining thereto from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness to
receive cash, property or securities otherwise payable or deliverable to the
Trustee or such Holder.

Section 1408.     Trustee to Effectuate Subordination.

                  Each Holder of a Security and any coupons appertaining
thereto by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

Section 1409.     No Waiver of Subordination Provisions.

                  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 any such holder may have
or be otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities and any coupons appertaining thereto, without incurring
responsibility to the Holders of the Securities and any coupons appertaining
thereto and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of the Holders of the Securities and any
coupons appertaining thereto to the holders of 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, Senior Indebtedness, or
otherwise amend or supplement in any manner Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)
release any Person liable in any manner for the collection of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person.

Section 1410.     Notice to Trustee.

                  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
to or by the Trustee in respect of the Securities and any coupons appertaining
thereto.  Failure to give such notice shall not affect the subordination of the
Securities to Senior Indebtedness.  Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or





                                      -84-

<PAGE>   93
by the Trustee in respect of the Securities and any coupons appertaining
thereto, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof from the Company or a holder 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 Section 601,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received, at least three Business
Days prior to the date upon which by the terms hereof any such money may become
payable for any purpose (including without limitation, the payment of the
principal of, and premium, if any, or interest on any Security and any coupons
appertaining thereto), the notice with respect to such money provided for in
this Section, 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 purpose for which such money was received and shall not
be affected by any notice to the contrary which may be received by it within
three Business Days prior to such date.

                  Subject to the provisions of Section 601, 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).  In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, 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, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

Section 1411.     Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
601, and the Holders of the Securities and any coupons appertaining thereto
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 Securities and any coupons appertaining
thereto, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of 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 pursuant thereto or
to this Article.

Section 1412.     Trustee Not Fiduciary for Holders of Senior Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any such holders
if it shall in good faith mistakenly





                                      -85-

<PAGE>   94
pay over or distribute to Holders of Securities and any coupons appertaining
thereto or to the Company or to any other Person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article or otherwise.

Section 1413.     Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee or any predecessor Trustee under or pursuant to Section 607.

Section 1414.     Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1413 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

Section 1415.     Certain Conversions Deemed Payment.

                  For the purposes of this Article only, (1) the issuance and
delivery of junior securities upon conversion of Securities in accordance with
Article Thirteen shall not be deemed to constitute a payment or distribution on
account of the principal of or premium or interest on Securities and any
coupons appertaining thereto or on account of the purchase or other acquisition
of Securities and any coupons appertaining thereto, and (2)  the payment,
issuance or delivery of cash, property or securities (other than junior
securities) upon conversion of a Security shall be deemed to constitute payment
on account of the principal of such Security.  For the purposes of this
Section, the term "junior securities" means (a) shares of any stock of any
class of the Company and (b) securities of the Company which are subordinated
in right of payment to all Senior Indebtedness which 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 Securities are so subordinated as
provided in this Article.  Nothing contained in this Article or elsewhere in
this Indenture or in the Securities or coupons is intended to or shall impair,
as among the Company, its creditors, other than holders of Senior Indebtedness
and the Holders of the Securities and any coupons appertaining thereto, the
right, which is absolute and unconditional, of the Holder of any Security to
convert such Security in accordance with Article Thirteen.





                                      -86-

<PAGE>   95
Section 1416.     Trust Moneys Not Subordinated.

                  Notwithstanding anything contained herein to the contrary,
payments from moneys or the proceeds of U.S. Government Obligations held in
trust under Article Fifteen by the Trustee for the payment of principal of,
premium, if any, and interest on the Securities or any coupon appertaining
thereto from the date of deposit (if made in compliance with this Indenture)
shall not be subordinated to the prior payment of any Senior Indebtedness or
subject to the restraints set forth in this Article, and one of the Holders of
Securities or any coupons appertaining thereto shall be obligated to pay over
any such amount to the Company or any holder of Senior Indebtedness of the
Company or any other creditor of the Company.


                                ARTICLE FIFTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1501.     Company's Option to Effect Defeasance or Covenant Defeasance.

                  The Company may elect, at its option by Board Resolution at
any time, to have either Section 1502 or Section 1503 applied to the
Outstanding Securities of any series designated pursuant to Section 301 as
being defeasible pursuant to this Article Fifteen (hereinafter called a
"Defeasible Series"), upon compliance with the conditions set forth below in
this Article Fifteen; provided that Section 1502 shall not apply to any series
of Securities that is convertible into Common Stock as provided in Article
Thirteen or convertible into or exchangeable for any other securities pursuant
to Section 301(l).

Section 1502.     Defeasance and Discharge.

                  Upon the Company's exercise of the option provided in Section
1501 to have this Section 1502 applied to the Outstanding Securities of any
Defeasible Series and subject to the proviso to Section 1502, the Company shall
be deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series as provided in this Section on and after
the date the conditions set forth in Section 1504 are satisfied (hereinafter
called "Defeasance").  For this purpose, such Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have satisfied all its
other obligations under the Securities of such series and this Indenture
insofar as the Securities of such series are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder:  (1) the right of Holders of Securities of such series
to receive, solely from the trust fund described in Section 1504 and as more
fully set forth in such Section, payments in respect of the principal of and
any premium and interest on such Securities of such series when payments are
due, (2) the Company's obligations with respect to the Securities of such
series under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article
Fifteen.  Subject to compliance with this Article Fifteen, the Company may
exercise its option provided in Section 1501 to have this Section 1502 applied
to





                                      -87-

<PAGE>   96
the Outstanding Securities of any Defeasible Series notwithstanding the prior
exercise of its option provided in Section 1501 to have Section 1503 applied to
the Outstanding Securities of such series.

Section 1503.     Covenant Defeasance.

                  Upon the Company's exercise of the option provided in Section
1501 to have this Section 1503 applied to the Outstanding Securities of any
Defeasible Series, (1) the Company shall be released from its obligations under
Sections 1004, and Section 801, and (2) the occurrence of any event specified
in Sections 503(3), 501(4) (with respect to any of Sections 1004, and Section
801, 501(5) and 501(8) shall be deemed not to be or result in an Event of
Default, in each case with respect to the Outstanding Securities of such series
as provided in this Section on and after the date the conditions set forth in
Section 1504 are satisfied (hereinafter called "Covenant Defeasance").  For
this purpose, such Covenant Defeasance means that 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 specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but
the remainder of this Indenture and the Securities of such series shall be
unaffected thereby.

Section 1504.     Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of
either Section 1502 or Section 1503 to the Outstanding Securities of any
Defeasible Series:

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





                                      -88-

<PAGE>   97
         America, which, in either case (i) or (ii), is not callable or
         redeemable at the option of the issuer thereof, and (y) any depository
         receipt issued by a bank (as defined in Section 3(a)(2) of the
         Securities Act of 1933, as amended) as custodian with respect to any
         U.S. Government Obligation specified in Clause (x) and held by such
         custodian for the account of the holder of such depository receipt, or
         with respect to any specific payment of principal of or interest on
         any such U.S. Government Obligation, 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 U.S. Government
         Obligation or the specific payment of principal or interest on the
         U.S. Government Obligation evidenced by such depository receipt.

                  (b)     In the case of an election under Section 1502, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (A) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (B) since the
         date first set forth hereinabove, there has been a change in the
         applicable Federal income tax law, in either case (A) or (B) to the
         effect that, and based thereon such opinion shall confirm that, the
         Holders of the Outstanding Securities of such series will not
         recognize gain or loss for Federal income tax purposes as a result of
         the deposit, Defeasance and discharge to be effected with respect to
         the Securities of such series and will be subject to Federal income
         tax on the same amount, in the same manner and at the same times as
         would be the case if such deposit, Defeasance and discharge were not
         to occur.

                  (c)     In the case of an election under Section 1503, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the Outstanding Securities of such
         series will not recognize gain or loss for Federal income tax purposes
         as a result of the deposit and Covenant Defeasance to be effected with
         respect to the Securities of such series and will be subject to
         Federal income tax on the same amount, in the same manner and at the
         same times as would be the case if such deposit and Covenant
         Defeasance were not to occur.

                  (d)     The Company, shall have delivered to the Trustee an
         Officers' Certificate to the effect that the Securities of such
         series, if then listed on any securities exchange, will not be
         delisted as a result of such deposit.

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

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





                                      -89-

<PAGE>   98
                  (g)     Such Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under, any
         other agreement or instrument to which the Company is a party or by
         which it is bound.

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

                  (i)     Such Defeasance or Covenant Defeasance shall not
         result in the trust arising from such deposit constituting an
         investment company within the meaning of the Investment Company Act of
         1940, as amended, unless such trust shall be qualified under such Act
         or exempt from regulation thereunder.

Section 1505.     Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for
purposes of this Section and Section 1506, the Trustee and any such other
trustee are referred to collectively as the "Trustee") pursuant to Section 1504
in respect of the Securities of any Defeasible Series shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities
of such series and this Indenture, to the payment, either directly or through
any such Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Holders of Securities of such series, of all
sums due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds
except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 1504 or the principal and interest
received in respect thereof other than any such tax, fee or other charge that
by law is for the account of the Holders of Outstanding Securities.

                  Anything in this Article Fifteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it
as provided in Section 1504 with respect to Securities of any Defeasible Series
that, 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 that would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance with
respect to the Securities of such series.

Section 1506.     Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article Fifteen with respect to the Securities of
any series by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting





                                      -90-

<PAGE>   99
such application, then the Company's obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Fifteen with respect to Securities of
such series until such time as the Trustee or Paying Agent is permitted to
apply all money held in trust pursuant to Section 1505 with respect to
Securities of such series in accordance with this Article Fifteen; provided,
however, that if the Company makes any payment of principal of or any premium
or interest on any Security of such series following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
Securities of such Series to receive such payment from the money so held in
trust.


                                    * * * *


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





                                      -91-

<PAGE>   100
                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                          NOBLE AFFILIATES, INC.



[CORPORATE SEAL]                           By                                  
                                              ---------------------------------
                                              Name:                      
                                                   ----------------------------
                                              Title:                      
                                                    ---------------------------


Attest:


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



                                           [INDENTURE TRUSTEE],
                                                as Trustee



[CORPORATE SEAL]                           By 
                                              ---------------------------------



Attest:


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





                                      -92-

<PAGE>   101
STATE OF TEXAS    )
                  )
COUNTY OF DALLAS  )


                  On the ___ day of __________, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is __________________ of ___________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.


[NOTARIAL SEAL]                                                                
                                                   ----------------------------
                                                   Notary Public
                                                   My commission expires
                                                                              
                                                   ----------------------------



STATE OF TEXAS    )
                  )
COUNTY OF DALLAS  )


                  On the ___ day of _______, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he is an authorized signatory of ______________________ of
____________________, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the board of directors of said corporation, and that he signed
his name thereto by like authority.



[NOTARIAL SEAL]                                                                
                                                   ----------------------------
                                                   Notary Public
                                                   My commission expires
                                                                              
                                                   ----------------------------





                                      -93-

<PAGE>   102
                                   EXHIBIT A

                           FORM OF CERTIFICATE TO BE
               GIVEN BY OWNER OF SECURITY OR BENEFICIAL OWNER OF
                         INTEREST IN A GLOBAL SECURITY

                             NOBLE AFFILIATES, INC.

                              TITLE OF SECURITIES

                               (THE "SECURITIES")

         This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities that are held by the undersigned or held
by you for the account of the undersigned (i) are owned by person(s) that are
not citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("United States
persons"), (ii) are owned by United States persons(s) that (A) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing
for their own account or for resale, or (B) acquired Securities through foreign
branches of United States financial institutions and who hold the Securities
through such United States financial institutions on the date hereof (and in
either case (A) or (B), each such United States financial institution hereby
certifies, on its own behalf or through its agent, that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) are owned by
United States or foreign financial institution(s) for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)) and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) this is to further
certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possession.

         If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act"), then this is also to certify that, except as set forth below, (i) in
the case of debt securities, the Securities are beneficially owned by (a)
non-U.S. person(s) or (b) U.S. person(s) who purchased the Securities in
transactions which did not require registration under the Act; or (ii) in the
case of equity securities, the Securities are owned by (x) non-U.S. person(s)
(and such person(s) are not acquiring the Securities for the account or benefit
of U.S. person(s)) or (y) U.S. person(s) who purchased the Securities in a
transaction which did not require registration under the Act.  If this
certification is being delivered in connection with the exercise of warrants
pursuant to Section 230.902(m) of Regulation S under the Act, then this is
further to certify that, except as set forth below, the Securities are being
exercised by and on behalf on non-U.S. person(s).  As used in this paragraph
the term "U.S. person" has the meaning given to it by Regulation S under the
Act.





                                      -1-

<PAGE>   103
         As used herein, "United States" means the United States of America
(including the States and District of Columbia); and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

         This certification excepts and does not related to $___________ of
such interest in the above Securities in respect of which we are not able to
certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise or any rights or collection of any
interest) cannot be made until we do so certify.

         We understand that this certification is required in Connection with
certain tax laws and, if applicable, certain securities laws of the United
States.  In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.

* Date:  __________________

                  NAME OF PERSON MAKING CERTIFICATION

By:               ___________________________________________
                  As, or as Agent for, the beneficial owner(s) of the
                  Securities to which this Certificate relates

By:               ___________________________________________
                  As, or as Agent for, the financial institution (if any)
                  through which a United States Person acquired the Securities
                  to which this Certificate relates

* To be dated no earlier than the Certification Date.





                                      -2-

<PAGE>   104


                                   EXHIBIT B

                       FORM OF CERTIFICATION TO BE GIVEN
                          BY [EUROCLEAR OR CEDEL S.A.]

                             NOBLE AFFILIATES, INC.

                              TITLE OF SECURITIES

                               (THE "SECURITIES")

         This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Indenture, dated as of
__________________________________, between Noble Affiliates, Inc. and
______________________, as of the date hereof, _____________ principal amount
of the above captioned Securities (i) is owned by persons that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States persons"), (ii) is
owned by United States persons that (A) are foreign branches of Unites States
financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (B) acquired Securities through foreign branches of Unites
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (A) or
(B), each such United States financial institution has certified, on its own
behalf or through its agent, that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that the United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

         If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act"), then this is also to certify with respect to principal amount of
Securities set forth above that, except as set forth below, we have received in
writing, by tested telex or by electronic transmission, from our Member
Organizations entitled to a portion of such principal amount, certifications
with respect to such portion, substantially to the effect set forth in the
Indenture.

         We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) any portion of the temporary Global Security excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made





                                      -3-

<PAGE>   105
by such Member Organizations with respect to any portion of the part submitted
herewith for exchange (or, if relevant, exercise of any rights or collection of
any interest) are no longer true and cannot be relied upon as of the date
hereof.

         We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States.  In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification or a
copy hereof to any interest party in such proceedings.


Dated: ___________________
(dated the Exchange Date or the Interest Payment Date)


as operator of [the Euroclear System CEDEL S.A.]

By:  ___________________________________________
Name:___________________________________________
Title:__________________________________________





                                      -4-




<PAGE>   1
                                                                  EXHIBIT 12.1

                             NOBLE AFFILIATES, INC.

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


<TABLE>
<CAPTION>
                                                                                        NINE MONTHS ENDED
                                                 YEARS ENDED DECEMBER 31,                 SEPTEMBER 30,
                                      ----------------------------------------------    -----------------
                                       1991      1992      1993      1994      1995      1995       1996
                                      -------   -------   -------   -------   ------    -------    ------
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>
Income before taxes.................  $26,600   $61,322   $20,659   $ 5,225   $ 7,998   $10,546   $ 86,693
Add (deduct)
  Fixed charges.....................   21,014    20,541    20,461    24,782    21,915    16,313     23,491
  Interest capitalized..............   (1,895)   (1,260)   (5,060)   (7,183)   (3,127)   (2,360)    (1,343)
                                      -------   -------   -------   -------   -------   -------   --------
  Earnings as defined...............  $47,719   $80,603   $36,060   $22,824   $26,786   $24,499   $108,841 
                                      =======   =======   =======   =======   =======   =======   ========

Net interest expense................   19,065    19,222    15,342    17,546    18,744    13,919     22,116
Interest capitalized................    1,895     1,260     5,060     7,183     3,127     2,360      1,343
Interest portion of rental
  expense...........................       54        59        59        53        44        34         32
                                      -------   -------   -------   -------   -------   -------   --------
  Fixed charges as defined..........  $21,014   $20,541   $20,461   $24,782   $21,915   $16,313   $ 23,491
                                      =======   =======   =======   =======   =======   =======   ========
Ratio of earnings to fixed 
  charges...........................     2.27      3.92      1.76      0.92      1.22      1.50       4.63
                                      =======   =======   =======   =======   =======   =======   ========

Rental expense adm report...........   616498    673386    699322    911407    846342    653563     608338

Weighted average rate...............    0.088     0.088     0.084     0.058     0.052     0.052      0.053

Int portion of rent exp............. 54251.82  59257.97  58743.05  52861.61  44009.78  33985.28  32241.914
</TABLE>






<PAGE>   1
 
                                                                    EXHIBIT 23.1
 
                   CONSENT OF INDEPENDENNT PUBLIC ACCOUNTANTS
 
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 26,
1996, included on page 33 of the 1995 Annual Report to Shareholders and
incorporated by reference in the Noble Affiliates, Inc. Form 10-K for the year
ended December 31, 1995, as amended by Form 10-K/A (No. 1), dated June 27, 1996,
and to all references to our Firm included in this registration statement.

 
                                            /s/ ARTHUR ANDERSEN LLP
 
                                            ------------------------------------
 
Oklahoma City, Oklahoma
December 19, 1996





<PAGE>   1
                                                                    EXHIBIT 23.2

                          INDEPENDENT AUDITORS CONSENT


Noble Affiliates, Inc.
Ardmore, Oklahoma

We consent to the incorporation by reference in the Registration Statement of
Noble Affiliates, Inc. on Form S-3 of our report on Energy Development
Corporation dated February 16, 1996 (July 2, 1996 as to Notes 1 and 10)
appearing in the Form 8-K (Date of Event:  July 31, 1996) of Noble Affiliates,
Inc., as amended, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.



/s/ Deloitte & Touche LLP

Houston, Texas
December 19, 1996









<PAGE>   1
                                                                    EXHIBIT 23.4

                   CONSENT OF INDEPENDENT PETROLEUM ENGINEERS



Noble Affiliates, Inc.
Ardmore, Oklahoma

We hereby consent to the use of our report to Energy Development Corporation
dated September 27, 1996, entitled "Proved Reserves as of July 1, 1996", as
amended, contained in the Prospectus constituting part of Noble Affiliates,
Inc.'s Securities and Exchange Commission Registration Statement on Form S-3
and to the references to Miller & Lents, Ltd.  under the headings "The
Company-Properties-Reserves" and "Experts".

                                          MILLER & LENTS, LTD.
                                          
                                          
                                          
                                          By:     /s/ Larry M. Gring       
                                                  ---------------------
                                                  Larry M. Gring
                                                  Senior Vice President

Houston, Texas
December 18, 1996