<PAGE>   1
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1994
    
   
                                                       REGISTRATION NO. 33-52343
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
 
   
                               AMENDMENT NO. 1 TO
    
                                    FORM S-3
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                           KIMBERLY-CLARK CORPORATION
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                           <C>
                   DELAWARE                                     39-0394230
       (State or other jurisdiction of             (I.R.S. Employer Identification No.)
        incorporation or organization)
</TABLE>

 
                                P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (214) 830-1200
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
 
                            O. GEORGE EVERBACH, ESQ.
              SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS
                           KIMBERLY-CLARK CORPORATION
                                P.O. BOX 619100
                            DALLAS, TEXAS 75261-9100
                                 (214) 830-1200
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
 
                          Copies of communications to:
 
                          J. DOUGLAS ROLLOW, III, ESQ.
                       BALLARD SPAHR ANDREWS & INGERSOLL
                               1735 MARKET STREET
                     PHILADELPHIA, PENNSYLVANIA 19103-7599
 
   
     Approximate date of commencement of proposed sale to the public: As soon as
practicable 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, please check the following box.     / /
    
 
                        CALCULATION OF REGISTRATION FEE
 
   

<TABLE>
<CAPTION>
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- -----------------------------------------------------------------------------------------------
                                               PROPOSED MAXIMUM  PROPOSED MAXIMUM   AMOUNT OF
TITLE OF EACH CLASS OF           AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED       REGISTERED*       UNIT*             PRICE*           FEE
- -----------------------------------------------------------------------------------------------
<S>                                <C>                <C>          <C>              <C>
Undivided interests in Industrial
  Development Financing Agreement
  and undivided interests in
  related Debenture relating to
  Mississippi Business Finance
  Corporation Industrial
  Development Revenue Bonds,
  Series 1994 (Kimberly-Clark
  Corporation Project)...........  $40,000,000        100%         $40,000,000      $13,794**
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>

    
 
 * Estimated solely for the purpose of determining the amount of the
registration fee.
   
** Previously paid.
    
 
   
     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 ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
    
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- --------------------------------------------------------------------------------

<PAGE>   2
 
     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 buy 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          , 1994
    
 
                                  $40,000,000
                              (LOGO) Corporation
                 UNDIVIDED INTERESTS IN INDUSTRIAL DEVELOPMENT
                  FINANCING AGREEMENT AND UNDIVIDED INTERESTS
   
                     IN       % DEBENTURE DUE
    
                                  RELATING TO
                    % MISSISSIPPI BUSINESS FINANCE CORPORATION
                      INDUSTRIAL DEVELOPMENT REVENUE BONDS
                SERIES 1994 (KIMBERLY-CLARK CORPORATION PROJECT)
   
                             DUE
    
                             ---------------------
   
     Neither the undivided interests in the Industrial Development Financing
Agreement (the "Agreement") nor the undivided interests in the     % Debenture
due           (the "Debenture") are being offered separately from the     %
Mississippi Business Finance Corporation Industrial Development Revenue Bonds
Series 1994 (Kimberly-Clark Corporation Project) due           (the "MBFC
Bonds"), which are being offered pursuant to a separate Official Statement of
the Mississippi Business Finance Corporation (the "MBFC"). Neither the undivided
interests in the Agreement nor the undivided interests in the Debenture are
severable from the MBFC Bonds or may be separately traded. This Prospectus is
intended to be delivered with the Official Statement.
    
 
   
                             ---------------------
    
 
   
     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.
                             ---------------------
    
 
   
                              GOLDMAN, SACHS & CO.
    
                             ---------------------
 
   
               The date of this Prospectus is             , 1994.
    

<PAGE>   3
 
   
                             AVAILABLE INFORMATION
    
 
   
     Kimberly-Clark Corporation (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 can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at 7 World Trade Center, New York, New York 10048, and Room 3190, Suite 1400,
500 West Madison Street, Chicago, Illinois 60661-2511. Copies of such material
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy
statements and other information may also be inspected and copied at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York, the
Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois and the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California, on which
certain of the Company's securities are listed.
    
 
   
     The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
    
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents, which have been filed by the Company with the
Commission under the Exchange Act, are incorporated herein by reference:
 
   
          (i) the Company's Annual Report on Form 10-K for the year ended
     December 31, 1993, including those portions of the Company's annual report
     to its stockholders for the year ended December 31, 1993 and the Company's
     1994 proxy statement incorporated by reference in such Annual Report on
     Form 10-K; and
    
 
   
          (ii) the Company's Current Reports on Form 8-K dated February 17, 1994
     and February 18, 1994.
    
 
     All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the securities covered by this
Prospectus shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
 
     Any statement contained herein, or in a document all or a portion of which
is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other 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 to constitute a
part hereof except as so modified or superseded. Subject to the foregoing, all
information appearing herein is qualified in its entirety by the information
appearing in the documents incorporated herein by reference.
 
   
     THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION
REFERRED TO ABOVE WHICH HAS BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY
REFERENCE (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY
REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THAT THIS PROSPECTUS INCORPORATES), AND COPIES OF THE AGREEMENT,
THE INDENTURE AND THE DEBENTURE INDENTURE (DESCRIBED BELOW). WRITTEN REQUESTS OR
REQUESTS BY TELEPHONE FOR
    
 
                                        2

<PAGE>   4
 
SUCH COPIES SHOULD BE DIRECTED TO DONALD M. CROOK, SECRETARY, KIMBERLY-CLARK
CORPORATION, P.O. BOX 619100, DALLAS, TEXAS 75261-9100 (TELEPHONE 214-830-1200).
 
     A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED IN THIS PROSPECTUS BY
REFERENCE (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY
REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE INFORMATION THAT THIS PROSPECTUS INCORPORATES), AND COPIES OF THE AGREEMENT,
THE INDENTURE AND THE DEBENTURE INDENTURE (DESCRIBED BELOW) MAY ALSO BE OBTAINED
BY WRITTEN REQUEST TO GOLDMAN, SACHS & CO., 85 BROAD STREET, NEW YORK, NEW YORK
10004, ATTENTION: REGISTRATION DEPARTMENT.
 
                             INTRODUCTORY STATEMENT
 
   
     The MBFC, by a separate Official Statement, is offering for sale the MBFC
Bonds in the aggregate principal amount of $40,000,000. The proceeds of the MBFC
Bonds will be loaned to the Company pursuant to the Agreement between the
Company and the MBFC. The Company will use the proceeds of such loan to provide
for the financing of certain spunbond machinery to be installed or reconstructed
at the Company's production facilities located in Alcorn County, Mississippi
(the "Project"). This Prospectus is provided to furnish information with respect
to the Agreement and the Debenture. Information concerning the MBFC Bonds is set
forth in the Official Statement.
    
 
   
     The MBFC Bonds will be issued under a Trust Indenture dated as of         ,
1994 (the "Indenture") among the MBFC, Bank of America Texas, National
Association (the "Trustee"), and, for certain limited purposes, the Company.
Pursuant to the Agreement, the Company will agree to make payments sufficient to
pay when due the principal of and interest on the MBFC Bonds. The Company's
payment obligations under the Agreement will be evidenced by the Debenture. The
only source of payment for the MBFC Bonds will be the Company's payments under
the Agreement and the Debenture. Pursuant to the Indenture, the MBFC will assign
to the Trustee certain of its rights under the Agreement, including its right to
receive the Debenture, for the benefit of the holders of the MBFC Bonds. The
Debenture will be issued pursuant to the Company's First Amended and Restated
Indenture to Bank of America National Trust and Savings Association (the
"Debenture Trustee"), dated as of March 1, 1988, as amended (the "Debenture
Indenture"). The Debenture will be held by the Trustee and may not be
transferred except to a successor trustee under the Indenture. The Debenture
will provide for payment of principal and interest at the times and in the
amounts corresponding to the payments then due on the MBFC Bonds. The Trustee,
as the sole holder of the Debenture, will be the only party that may enforce any
rights under the Debenture Indenture, including the covenants contained therein,
subject to the rights of the holders of the MBFC Bonds, as described in the
Official Statement. The Bonds will not be secured by any mortgage or other
security interest in the Project or any other property of the Company.
    
 
   
                                  THE COMPANY
    
 
     The Company is principally engaged in the manufacturing and marketing
throughout the world of a wide range of products for personal, business and
industrial uses. Most of these products are made from natural and synthetic
fibers using advanced technologies in absorbency, fibers and nonwovens. For
reporting purposes, the Company's products and services are segmented into three
classes.
 
     Class I includes tissue products for household, commercial, institutional
and industrial uses; infant, child, feminine and incontinence care products;
industrial and commercial wipers; health care products; and related products.
Class II includes newsprint, printing papers, premium business and
correspondence papers, tobacco industry papers and products, technical papers,
and related products. Class III includes aircraft services, commercial air
transportation and other products and services.
 
                                        3

<PAGE>   5
 
   
     The Company's products are sold under a variety of well-known brand names
including Kleenex, Huggies, Pull-Ups, Kotex, New Freedom, Lightdays, Depend,
Poise, Hi-Dri, Delsey, Kimguard, Kimwipes and Classic.
    
 
     The Company was incorporated in Delaware in 1928 as a successor to a
business established in 1872, and the mailing address of its principal executive
offices is P.O. Box 619100, Dallas, Texas 75261-9100 (telephone 214-830-1200).
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
     The ratio of earnings to fixed charges for the years ended December 31,
1993, 1992, 1991, 1990 and 1989 was 5.75, 4.43, 6.06, 6.03 and 7.16,
respectively.
 
                               ------------------
 
   
     The descriptions and summaries under the captions "The Agreement," "The
Indenture," "The Debenture" and "The Debenture Indenture" do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
the provisions of the complete documents, copies of which are incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
a part. Capitalized terms used in these summaries and not defined herein have
the same meanings as set forth in such documents.
    
 
                                 THE AGREEMENT
 
   
     The Agreement will provide for the financing by the MBFC for the
acquisition, construction and installation of the Project by the Company. The
MBFC will obtain funds to finance the Project by issuing the MBFC Bonds and will
loan the proceeds thereof to the Company by depositing the net proceeds
(exclusive of accrued interest on the MBFC Bonds) with the Trustee in a
Construction Fund to be used for the payment of the costs of the Project.
(Section 3.2)
    
 
CONSTRUCTION OF THE PROJECT
 
     Moneys in the Construction Fund will be withdrawn by requisition of the
Company to pay the cost of acquiring, constructing, and installing the Project.
(Section 3.2) If such moneys are insufficient to pay the cost of completing the
Project, the Company is required to pay the remainder of such costs. (Section
3.3) The Company may modify or delete any unit or portion of the Project which
is, in the opinion of the Company, not required for the efficient operation of
the Project. (Section 3.4)
 
PAYMENT OBLIGATIONS UNDER THE AGREEMENT
 
   
     The Company agrees in the Agreement to make payments to the Trustee for the
benefit of the MBFC Bondholders in amounts corresponding to the principal and
interest payments on the MBFC Bonds. (Sections 4.2 and 4.3) In addition, the
Company agrees to pay the fees and expenses of the Trustee and the expenses of
the MBFC under the Indenture. (Sections 5.3 and 5.4) To evidence its payment
obligation under the Agreement, the Company will deliver the Debenture to the
Trustee. See "The Debenture." (Section 4.3) The Agreement provides that the
Company's obligation to make payments on the Debenture is absolute and
unconditional. (Section 4.5)
    
 
CERTAIN COVENANTS OF THE COMPANY
 
     Maintenance of Corporate Existence. The Company may merge or consolidate
with or into another corporation or transfer all or substantially all of its
property and assets to any other corporation; provided, that any such
consolidation, merger, sale or transfer shall be upon the condition that the due
and punctual payment of the principal of, premium, if any, and interest on, the
Debenture according to its tenor, and the due and punctual performance and
observance of all the terms, covenants and conditions of the Agreement to be
kept or performed by the Company shall be
 
                                        4

<PAGE>   6
 
assumed by the corporation formed by such consolidation or into which the
Company shall have merged, or the corporation which shall have acquired by sale
or transfer all or substantially all of the property and assets of the Company.
(Section 5.2)
 
   
     Operation and Maintenance of the Project. The Company agrees that it will
maintain and operate the Project during its useful life or as otherwise required
under Section 57-10-401 et seq. of the Mississippi Code of 1972, as amended and
supplemented (the "Mississippi Act"), but the Company is not required to occupy
or operate the Project or any portion of any other property after it is no
longer economical and feasible, in the Company's judgment, to do so and the
Company may sell all or any portion of the Project or any other property or
merge or consolidate with another corporation, subject to the immediately
preceding paragraph. (Section 5.1)
    
 
DEFAULTS AND REMEDIES
 
   
     The Agreement specifies certain events of default thereunder, including (i)
failure by the Company to pay principal of the Debenture when due; (ii) failure
by the Company to pay when due any installment of interest on the Debenture and
the continuation of such failure for 30 days; (iii) failure by the Company to
observe and perform any other covenant, condition or agreement under the
Agreement or the Debenture for a period of 90 days after written notice
specifying such failure and requesting that it be remedied, provided, that if
such failure is of such nature that it can be corrected (as agreed to by the
Trustee), but not within such period, the same shall not constitute an event of
default so long as the Company institutes prompt corrective action and
diligently pursues the same; (iv) certain events of reorganization, liquidation
or bankruptcy of the Company; (v) acceleration of the MBFC Bonds under the
Indenture; and (vi) acceleration of the Debenture under the Debenture Indenture.
Upon the occurrence of an event of default, the MBFC or the Trustee may
accelerate the amounts payable under the Agreement and the Debenture and take
whatever other action at law or in equity as may be available. (Section 6.1)
    
 
                                 THE INDENTURE
 
   
     The following, in addition to information contained above under the heading
"Introductory Statement" summarizes certain provisions of the Indenture.
    
 
GENERAL
 
   
     The Indenture constitutes an assignment by the MBFC to the Trustee, in
trust to secure payment of the MBFC Bonds (including any additional bonds issued
thereunder), of all of the MBFC's right, title and interest in, to and under the
Agreement and the Debenture (except the MBFC's rights to payment of expenses and
indemnification). The Indenture provides for the issuance of the MBFC Bonds,
defines the terms thereof and determines the duties of the Trustee and the
rights of the MBFC Bondholders. The terms and provisions of the MBFC Bonds are
described in the Official Statement intended to accompany delivery of this
Prospectus.
    
 
ADDITIONAL BONDS
 
   
     The Indenture provides that additional bonds of a series other than that of
the MBFC Bonds may be issued to finance the completion of the Project, including
any additional facilities to be financed under the Agreement, or to refund all
or part of the outstanding bonds of any series issued under the Indenture to the
extent permitted by the terms thereof. Such additional bonds will be equally and
ratably secured under the Indenture with the MBFC Bonds, without priority or
distinction. (Section 3.02)
    
 
                                        5

<PAGE>   7
 
CONSTRUCTION FUND; BOND FUND
 
   
     The net proceeds of the MBFC Bonds (other than accrued interest) shall be
credited to the Construction Fund established under the Indenture for
disbursement to or at the order of the Company for payment of the costs of the
Project as such costs are incurred. (Section 3.03)
    
 
   
     From the net proceeds of the MBFC Bonds, there shall be credited to the
Bond Fund established under the Indenture an amount equal to the accrued
interest paid by the initial purchasers. (Section 3.03) All Debenture payments
shall be credited as received to the Bond Fund. Moneys in the Bond Fund shall be
used solely for payment when due of the principal of, premium, if any, and
interest on the MBFC Bonds. (Section 5.02)
    
 
INVESTMENTS
 
     The Indenture provides that moneys received by the Trustee under the
Indenture shall be invested or deposited at the request of the Company as
provided in the Indenture, which investments may include, to the extent
permitted by law, other obligations of the Company. The interest and income
received upon investments of amounts held in the Construction Fund or the Bond
Fund and any profit or loss resulting from the sale of any investment shall be
added or charged to such Fund and the Company will reimburse such Fund for any
losses. (Section 6.02)
 
DEFAULTS AND REMEDIES
 
   
     The Indenture specifies certain events of default thereunder including (i)
failure to pay principal of any MBFC Bond when due at maturity; (ii) failure to
pay when due interest on any MBFC Bond and the continuation of such failure for
30 days; or (iii) the occurrence of any event of default under the Agreement.
(Section 9.01) Upon the occurrence of any event of default the Trustee may, and
upon the written request of the holders of 25% in aggregate principal amount of
the MBFC Bonds outstanding under the Indenture shall, accelerate the MBFC Bonds
and the unpaid portion of the Debenture, and may take such actions at law or in
equity to enforce the rights of the MBFC Bondholders under the Agreement and the
Debenture. (Sections 9.02, 9.03 and 9.04)
    
 
   
     If after the principal of the MBFC Bonds outstanding under the Indenture
has been so declared to be due and payable, all arrears of interest upon the
MBFC Bonds (and interest on overdue installments of interest at the rate borne
by the MBFC Bonds) are paid or caused to be paid by the MBFC and the MBFC
performs all other things in respect of which it may have been in default under
the Indenture and pays the reasonable charges of the Trustee, the MBFC
Bondholders and any trustee appointed under the Mississippi Act, the holders of
a majority in principal amount of the MBFC Bonds then outstanding, by notice to
the MBFC and to the Trustee, may annul such declaration and its consequences and
such annulment shall be binding upon the Trustee and upon all holders of MBFC
Bonds; but no such annulment shall extend to or affect any subsequent default or
impair any right or remedy consequent thereon. (Section 9.02)
    
 
   
     No MBFC Bondholder shall have any right to pursue any remedy under the
Indenture, the Debenture or the Agreement unless (i) the Trustee shall have been
given written notice of an event of default; (ii) the holders of at least 25% in
principal amount of the MBFC Bonds outstanding respecting which there has been
an event of default shall have requested the Trustee, in writing, to exercise
its powers under the Indenture or pursue a remedy; (iii) the Trustee shall have
been offered satisfactory indemnity against its costs, expenses and liabilities;
and (iv) the Trustee shall have failed to comply with such request within a
reasonable time; provided, however, that nothing in the Indenture shall preclude
any MBFC Bondholder from bringing suit for unpaid principal or interest on an
MBFC Bond. (Section 9.07)
    
 
     Any moneys received by the Trustee following an event of default shall be
applied first to the payment of the expenses of the Trustee including reasonable
counsel fees, any disbursements of the Trustee with interest thereon and its
reasonable compensation and all other amounts owed to
 
                                        6

<PAGE>   8
 
   
the Trustee under the Indenture and the Agreement; second, to the payment of the
expenses of the MBFC, including reasonable counsel fees, actually incurred in
connection with the Project and remaining unpaid; and third, to the payment of
principal and interest then owing on the MBFC Bonds, including any interest on
overdue interest, and in case such moneys shall be insufficient to pay the same
in full, then to the payment of principal and interest ratably, without
preference or priority of one over another or of any installment of interest
over any other installment of interest. (Section 9.10)
    
 
SUPPLEMENTAL INDENTURE; AMENDMENT OF AGREEMENT
 
   
     Subject to the conditions and restrictions in the Indenture and with the
prior consent of the Company, the MBFC may enter into an indenture or indentures
supplemental thereto without notice to or consent of the MBFC Bondholders to (i)
set forth any or all of the matters in connection with the issuance of
additional bonds; (ii) add additional covenants of the MBFC or to surrender any
right or power conferred upon the MBFC by the Indenture; or (iii) cure any
ambiguity or to cure, correct or supplement any defective provision of the
Indenture in such manner as shall not be inconsistent with the Indenture and
shall not impair the security thereof or adversely affect the MBFC Bondholders.
(Section 12.01) The Indenture may be amended from time to time with the prior
written consent of the Company (except with respect to amounts due on the MBFC
Bonds, payment dates and provisions for amendment) by a supplemental indenture
approved by the holders of at least 66 2/3% in aggregate principal amount of the
MBFC Bonds then outstanding. (Section 12.02)
    
 
   
     The Agreement, the Debenture and the Debenture Indenture may be amended
with the consent of the Trustee, provided that any amendment which would
adversely affect any MBFC Bondholder must be consented to by the holders of at
least 66 2/3% in aggregate principal amount of the MBFC Bonds then outstanding
and further provided that no amendment shall be consented to by the Trustee
which would decrease the amounts payable under the Agreement or the Debenture,
change the date of payment or any prepayment provisions under the Agreement or
the Debenture or change the amendment provisions thereof. (Section 12.03)
    
 
DEFEASANCE
 
   
     When the principal of and interest on all MBFC Bonds and all other amounts
due under the Indenture and the Agreement have been paid, or provision has been
made for payment of the same and all other sums payable under the Indenture, the
Trustee's right, title and interest in the Agreement and the Debenture and the
moneys payable thereunder shall thereupon cease and the Trustee, on demand of
the MBFC, shall release the Indenture and shall turn over to the Company all
balances then held by it under the Indenture not required for the payment of the
MBFC Bonds and such other sums provided, that (i) the Trustee has received from,
or there has been published by, the Internal Revenue Service a ruling or
regulation which, in the opinion of counsel, provides that holders of the MBFC
Bonds will not recognize income, gain or loss for federal income tax purposes as
a result of such payment and defeasance and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if such payment and defeasance had not occurred and (ii) the
Company has delivered to the Trustee an opinion of counsel to the effect that
the MBFC Bonds, if then listed on any securities exchange, will not be delisted
as a result of such payment and defeasance. If such payment or provision
therefor has been made with respect to all the MBFC Bonds, the interest of the
Trustee in the Agreement and the Debenture shall cease. (Section 13.01)
    
 
   
     Without limiting the generality of the foregoing, provision for the payment
of the MBFC Bonds shall be deemed to have been made upon the delivery to the
Trustee of (a) cash in an amount sufficient to make all payments specified
above, (b) non-callable direct obligations of the United States of America,
maturing on or before the date or dates when the payments specified above shall
become due, the principal amount of which and the interest thereon, when due, is
or will be, in the
    
 
                                        7

<PAGE>   9
 
   
aggregate, sufficient without reinvestment to make all such payments or (c) any
combination of cash and such obligations. (Section 13.01)
    
 
   
     In the event that moneys or obligations are deposited with the Trustee to
be applied to the payment of the principal of any MBFC Bonds more than 60 days
following the deposit thereof, the Trustee shall provide notice in the manner
set forth in the Indenture stating that such moneys or obligations have been
deposited and shall identify the MBFC Bonds for the payment of which such moneys
or obligations are being held. (Section 13.01)
    
 
     The Debenture Indenture also provides for defeasance. See "The Debenture
Indenture -- Defeasance and Covenant Defeasance."
 
CONCERNING THE TRUSTEE
 
   
     The Indenture specifies the duties and responsibilities of the Trustee and
permits the Trustee to own any MBFC Bonds and engage in other transactions with
the MBFC or the Company. The Trustee and the Debenture Trustee are each wholly
owned subsidiaries of Bank America Corporation. The Company maintains certain
relationships with the Debenture Trustee. See "The Debenture
Indenture -- Regarding the Debenture Trustee." (Article X)
    
 
                                 THE DEBENTURE
 
   
     The Debenture will be in the aggregate principal amount of $40,000,000 and
will mature on                . The Debenture will bear interest at the rate per
annum shown on the cover page of this Prospectus from           , 1994, payable
semi-annually on           and           of each year, commencing           ,
1994. (Sections 301 and 307) The Debenture will not be redeemable prior to its
maturity and will not be entitled to the benefit of any sinking fund.
    
 
   
     The Debenture will be an unsecured obligation of the Company. The Debenture
will be issued to and registered in the name of the Trustee and may not be
transferred except to a successor trustee under the Indenture. The Debenture
will provide for payment of principal and interest at the times and in the
amounts corresponding to the payments then due on the MBFC Bonds. The Trustee,
as the sole holder of the Debenture, will be the only party that may enforce any
rights under the Debenture Indenture, including the covenants contained therein,
subject to the rights of the holders of the MBFC Bonds as described in the
Official Statement.
    
 
                            THE DEBENTURE INDENTURE
 
   
     The Debenture is to be issued under a First Amended and Restated Indenture,
dated as of March 1, 1988 between the Company and Bank of America National Trust
and Savings Association, as successor trustee (the "Debenture Trustee"), as
amended, between the Company and the Debenture Trustee (the "Debenture
Indenture").
    
 
GENERAL
 
     The Debenture will be an unsecured obligation of the Company and will rank
on a parity with all other currently outstanding unsecured and unsubordinated
indebtedness of the Company. The Debenture Indenture does not limit the
aggregate principal amount of debt securities or of any particular series and
provides that debt securities may be issued thereunder from time to time in one
or more series.
 
     The covenants contained in the Debenture Indenture and the Debenture would
not necessarily afford any holder of the Debenture protection in the event of a
highly leveraged or other transaction involving the Company which may adversely
affect any holder of the Debenture.
 
                                        8

<PAGE>   10
 
RESTRICTIVE COVENANTS
 
     Liens. The Company covenants that it will not, and will not permit any
Restricted Subsidiary to, issue, assume or guarantee any indebtedness for
borrowed money (hereafter called "indebtedness") secured by a mortgage, security
interest, pledge or lien (hereafter called "mortgage") of or upon any Principal
Property, or any shares of capital stock or indebtedness of any Restricted
Subsidiary, whether owned at the date of the Debenture Indenture or thereafter
acquired, without effectively providing that the debt securities, including but
not limited to the Debenture, issued under the Debenture Indenture (the "Debt
Securities") (together with, if the Company shall so determine, any other
indebtedness issued, assumed or guaranteed by the Company or any Restricted
Subsidiary and then existing or thereafter created) shall be secured by such
mortgage equally and ratably with (or, at the option of the Company, prior to)
such indebtedness. The foregoing restrictions, however, shall not apply to (i)
mortgages of or upon any property acquired, constructed or improved by, of or
upon any shares of capital stock or indebtedness acquired by, the Company or any
Restricted Subsidiary after the date of the Debenture Indenture to secure
indebtedness incurred for the purpose of financing all or any part of the
purchase price of any property, shares of capital stock or indebtedness or of
the cost of any construction or improvements on such property, which
indebtedness is incurred prior to or within 360 days after such acquisition,
completion of such construction or the commencement of the commercial operation
of such property; (ii) mortgages of or upon any property, shares of capital
stock or indebtedness existing at the time of acquisition thereof by the Company
or any Restricted Subsidiary; (iii) mortgages of or upon property of a
corporation existing at the time such corporation is merged with or into or
consolidated with the Company or any Restricted Subsidiary or at the time of a
sale or transfer of the properties of a corporation as an entirety or
substantially as an entirety to the Company or any Restricted Subsidiary; (iv)
mortgages of or upon any property of, or shares of capital stock or indebtedness
of, any corporation existing at the time such corporation becomes a Restricted
Subsidiary; (v) mortgages to secure indebtedness of any Restricted Subsidiary to
the Company or another Restricted Subsidiary or to secure indebtedness of the
Company to any Restricted Subsidiary; (vi) mortgages in favor of governmental
bodies to secure advance or progress payments pursuant to any contract or
statute or to secure indebtedness incurred or guaranteed to finance or refinance
all of any part of the purchase price of the property, shares of capital stock
or indebtedness subject to, or the cost of constructing or improving the
property subject to, such mortgages; and (vii) extensions, renewals or
replacements of any mortgage existing on the date of the Debenture Indenture or
any mortgage referred to in the foregoing clauses (i) through (vi), inclusive.
(Section 1004) For additional information as to mortgages on property, see
"Defeasance and Covenant Defeasance."
 
     Notwithstanding the restrictions outlined above, the Company or any
Restricted Subsidiary may, without equally and ratably securing the Debt
Securities, issue, assume or guarantee indebtedness secured by a mortgage not
excepted under clauses (i) through (vii) above, if the aggregate amount of such
indebtedness, together with all other indebtedness secured by mortgages not so
excepted and the Attributable Debt existing in respect of Sale and Lease-Back
Transactions (other than Sale and Lease-Back Transactions in respect of which
amounts equal to the Attributable Debt relating to the transactions shall have
been applied, within 360 days after the effective date of the arrangement, to
the prepayment or retirement (other than any mandatory prepayment or retirement)
of long-term indebtedness and Sale and Lease-Back Transactions in which the
property involved would have been permitted to be mortgaged under clause (i) or
(vi) above), does not at the time exceed 5% of Consolidated Net Tangible Assets.
(Section 1004)
 
     The sale, mortgage or other transfer of timber in connection with an
arrangement under which the Company or any Restricted Subsidiary is obligated to
cut such timber or a portion thereof in order to provide the transferee with a
specified amount of money however determined shall not be deemed to create
indebtedness secured by a mortgage or to constitute a mortgage securing any
indebtedness or to constitute a Sale and Lease-Back Transaction. (Section 1004)
 
                                        9

<PAGE>   11
 
     Sales and Lease-Backs. Sale and Lease-Back Transactions by the Company or
any Restricted Subsidiary of any Principal Property are prohibited unless (i)
the Company or such Restricted Subsidiary would be entitled, without equally and
ratably securing the Debt Securities, to incur indebtedness secured by a
mortgage on the property to be leased pursuant to clause (i) or (vi) under the
subsection Liens above, or (ii) the Company or such Restricted Subsidiary would
be entitled, without equally and ratably securing the Debt Securities, to incur
indebtedness secured by a mortgage on such property in an amount at least equal
to the Attributable Debt in respect of the Sale and Lease-Back Transaction, or
(iii) the Company shall apply, within 360 days after the effective date of the
arrangement, an amount equal to the Attributable Debt in respect of the
transaction to the prepayment or retirement (other than any mandatory prepayment
or retirement) of long-term indebtedness of the Company or any Restricted
Subsidiary. (Section 1005) For additional information as to Sale and Lease-Back
Transactions, see "Defeasance and Covenant Defeasance."
 
     Definitions. "Attributable Debt" in respect of a Sale and Lease-Back
Transaction means, as of any particular time, the present value (discounted at
the rate of interest implicit in the lease involved in such Sale and Lease-Back
Transaction, as determined in good faith by the Company) of the obligation of
the lessee thereunder for rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges or any amounts required to be paid
by such lessee thereunder contingent upon the amount of sales, maintenance and
repairs, insurance, taxes, assessments, water rates or similar charges) during
the remaining term of such lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended). (Section 101)
 
     "Consolidated Net Tangible Assets" means, as of any particular time, the
total amount of assets (less applicable reserves) after deducting therefrom (i)
all current liabilities (excluding any thereof which are by their terms
extendible or renewable at the option of the obligor thereon to a time more than
12 months after the time as of which the amount thereof is being computed and
excluding current maturities of long-term indebtedness) and (ii) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangible assets, all as shown in the audited consolidated balance
sheet of the Company and subsidiaries contained in the Company's then most
recent annual report to stockholders, except that assets shall include an amount
equal to the Attributable Debt in respect of any Sale and Lease-Back Transaction
not capitalized on such balance sheet. (Section 101)
 
     "Principal Property" means any mill, manufacturing plant, manufacturing
facility or Timberland, located within the United States of America (other than
its territories or possessions and other than Puerto Rico), having a gross book
value in excess of 1% of Consolidated Net Tangible Assets at the time of
determination thereof and owned by the Company or any Restricted Subsidiary, in
each case other than (i) any such mill, plant, facility or Timberland 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 taken as a whole, (ii) any portion of such a mill, plant, facility
or Timberland similarly found not to be of material importance to the use or
operation thereof or (iii) any ores, metals, fossils, elements, gasses, oil,
minerals, geothermal resources and rights thereto and any plant or facility used
for the extraction or processing thereof. (Section 101)
 
     "Restricted Subsidiary" means any Subsidiary (i) substantially all of the
property of which is located, or substantially all of the business of which is
carried on, within the United States of America (other than its territories or
possessions and other than Puerto Rico) and (ii) which owns a Principal
Property; provided however that any Subsidiary which is principally engaged in
financing operations outside the United States of America or which is
principally engaged in leasing or in financing installment receivables shall not
be a Restricted Subsidiary. (Section 101)
 
     "Sale and Lease-Back Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property, whether owned at
 
                                       10

<PAGE>   12
 
the date of the Debenture Indenture or thereafter acquired (except for temporary
leases for a term, including any renewal thereof, of not more than three years
and except for leases between the Company and any Restricted Subsidiary, between
any Restricted Subsidiary and the Company or between Restricted Subsidiaries),
which property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such Person with the intention of taking back a lease
of such property. (Section 101)
 
     "Subsidiary" means any corporation more than 50% of the outstanding voting
stock of which is at the time owned, directly or indirectly, by the Company
and/or one or more of its other Subsidiaries. (Section 101)
 
     "Timberland" means any real property owned by the Company or any Restricted
Subsidiary which contains standing timber which is (or upon completion of a
growth cycle then in process is expected to become) of a commercial quantity and
of merchantable quality, excluding, however, any such real property which at the
time of determination is designated by the Board of Directors of the Company as
being held primarily for development or sale, rather than primarily for the
production of timber. (Section 101)
 
CONSOLIDATIONS, MERGERS AND SALES OF ASSETS BY THE COMPANY
 
     Nothing in the Debenture Indenture or in any of the Debt Securities shall
prevent any consolidation of the Company with or merger of the Company into any
other corporation or shall prevent any sale or transfer of all or substantially
all of the property and assets of the Company to any other corporation;
provided, however, and the Company covenants and agrees, that any such
consolidation, merger, sale or transfer shall be upon the condition that the due
and punctual payment of the principal of, and premium, if any, and interest on,
all the Debt Securities according to their tenor, and the due and punctual
performance and observance of all the terms, covenants and conditions of the
Debenture Indenture to be kept or performed by the Company shall, by an
indenture supplemental to the Debenture Indenture, executed and delivered to the
Debenture Trustee, be assumed by the corporation formed by such consolidation or
into which the Company shall have merged, or the corporation which shall have
acquired by sale or transfer all or substantially all of the property and assets
of the Company. (Section 801)
 
     If, upon any such consolidation or merger, or upon any such sale or
transfer, any Principal Property of the Company or of any Restricted Subsidiary
or any shares of capital stock or indebtedness of any Restricted Subsidiary,
owned immediately prior thereto, would thereupon become subject to any mortgage,
security interest, pledge or lien securing any indebtedness for borrowed money
of, or guaranteed by, such other corporation (other than any mortgage, security
interest, pledge or lien permitted as described in the first two paragraphs
under "Liens" above), the Company, prior to such consolidation, merger, sale or
transfer, will by indenture supplemental to the Debenture Indenture secure the
due and punctual payment of the principal of, and premium, if any, and interest
on the Debt Securities (together with, if the Company shall so determine, any
other indebtedness of, or guaranteed by, the Company or any Restricted
Subsidiary and then existing or thereafter created) equally and ratably with
(or, at the option of the Company, prior to) the indebtedness secured by such
mortgage, security interest, pledge or lien. (Section 802) For additional
information as to liens on property in certain events, see "Defeasance and
Covenant Defeasance."
 
EVENTS OF DEFAULT
 
     The following will be Events of Default under the Debenture Indenture with
respect to Debt Securities of any series: (i) default in payment of principal of
or premium, if any, on any Debt Security of that series when due; (ii) default
in payment of any interest on any Debt Security of that series when due,
continued for 30 days; (iii) default in the deposit of any sinking fund payment,
when due, in respect of any Debt Security of that series; (iv) default in the
performance of any other
 
                                       11

<PAGE>   13
 
covenant of the Company in the Debenture Indenture (other than a covenant
included in the Debenture Indenture solely for the benefit of series of Debt
Securities other than that series), continued for 90 days after written notice
as provided in the Debenture Indenture; (v) certain events in bankruptcy,
insolvency or reorganization; and (vi) any other Event of Default provided with
respect to Debt Securities of that series. No Event of Default with respect to a
particular series of Debt Securities issued under the Debenture Indenture
(except as to such events in bankruptcy, insolvency or reorganization)
necessarily constitutes an Event of Default with respect to any other series of
Debt Securities issued thereunder. (Section 501)
 
     If an Event of Default with respect to Debt Securities of any series at the
time Outstanding shall occur and be continuing, then and in every such case the
Debenture Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of that series may, by a notice in writing to the
Company (and to the Debenture Trustee if given by Holders), declare to be due
and payable immediately the principal amount (or, if the Debt Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all Debt Securities
of that series. However, at any time after such a declaration of acceleration
with respect to Debt Securities of any series has been made, but before the
Stated Maturity thereof, the Holders of a majority in principal amount of
Outstanding Debt Securities of that series may, subject to certain conditions,
rescind and annul such acceleration if all Events of Default, other than the
non-payment of accelerated principal, with respect to Debt Securities of that
series, have been cured or waived as provided in the Debenture Indenture.
(Section 502) For information as to waiver of defaults, see "Modification of the
Debenture Indenture and Waiver of Covenants."
 
     Subject to the provision of the Debenture Indenture relating to the duties
of the Debenture Trustee in case an Event of Default shall occur and be
continuing, the Debenture Indenture provides that the Debenture Trustee will be
under no obligation to exercise any of its rights or powers under the Debenture
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Debenture Trustee reasonable security and indemnity.
(Sections 601 and 603) Subject to such provisions for security and
indemnification of the Debenture Trustee and certain other rights of the
Debenture Trustee, the Holders of a majority in principal amount of the
Outstanding Debt Securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Debenture Trustee or exercising any trust or power conferred on the
Debenture Trustee with respect to the Debt Securities of that series. (Section
512)
 
     No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Debenture Indenture or for any
remedy thereunder, unless such Holder shall have previously given to the
Debenture Trustee written notice of a continuing Event of Default with respect
to Debt Securities of that series and unless also the Holders of at least 25% in
principal amount of the Outstanding Debt Securities of that series shall have
made written request, and offered reasonable security and indemnity, to the
Debenture Trustee to institute such proceeding as trustee, and the Debenture
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days. (Section 507) However, the Holder of any Debt
Security will have an absolute right to receive payment of the principal of,
premium, if any and any interest on such Debt Security on or after the due dates
expressed in such Debt Security and to institute suit for the enforcement of any
such payment. (Section 508)
 
     The Debenture Indenture requires the Company to furnish to the Debenture
Trustee annually a statement as to the absence of certain defaults under the
Debenture Indenture. (Section 1007) The Debenture Indenture provides that the
Debenture Trustee may withhold notice to the Holders of Debt Securities of any
series of any default (except in payment of principal or any premium or interest
or in sinking fund payments) with respect to Debt Securities of such series if
it considers it in the interest of the Holders of Debt Securities of such series
to do so. (Section 602)
 
                                       12

<PAGE>   14
 
DEFEASANCE AND COVENANT DEFEASANCE
 
     The Debenture Indenture provides that, if applicable, the Company will be
discharged from any and all obligations in respect of the Outstanding Securities
(as those terms are defined in the Debenture Indenture) of any series (except
for certain obligations to register the transfer or exchange of Outstanding
Securities of such series, to replace stolen, lost or mutilated Outstanding
Securities of such series, to maintain paying agencies and to hold monies for
payment in trust) upon the irrevocable deposit with the Debenture Trustee, in
trust, of money and/or U.S. Government Obligations (as defined in the Debenture
Indenture) 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, if any, on the Outstanding Securities of such series on the Stated
Maturity or Redemption Date of such payments in accordance with the terms of the
Debenture Indenture and the Outstanding Securities of such series. Such a trust
may only be established if, among other things, (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling
which, in the Opinion of Counsel (who may be counsel for the Company), provides
that Holders of the Outstanding 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 amount, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred and (ii) the
Company has delivered to the Debenture Trustee an Opinion of Counsel (who may be
counsel for the Company) to the effect that the Outstanding Securities of such
series, if then listed on any securities exchange, will not be delisted as a
result of such deposit, defeasance and discharge. (Section 402)
 
     The Debenture Indenture provides that, if applicable, the Company may omit
to comply with the restrictive covenants contained in Sections 802 (Securities
to be Secured in Certain Events), 1004 (Limitations on Liens), 1005 (Limitation
on Sale and Lease-Back) and 1007 (Statement by Officers as to Default) of the
Debenture Indenture, and that such omission shall not be deemed to be an Event
of Default under the Debenture Indenture and the Outstanding Securities of any
series, upon the irrevocable deposit with the Debenture 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 Outstanding Securities of such series on the
Stated Maturity or Redemption Date of such payments in accordance with the terms
of the Debenture Indenture and the Outstanding Securities of such series. The
obligations of the Company under the Debenture Indenture and the Outstanding
Securities of such series other than with respect to the covenants referred to
above and the Events of Default other than the Event of Default referred to
above shall remain in full force and effect. Such a trust may only be
established if, among other things, the Company has delivered to the Debenture
Trustee an Opinion of Counsel (who may be counsel for the Company) to the effect
that (i) the Holders of the Outstanding 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 amount, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred and (ii) the Outstanding
Securities of such series, if then listed on any securities exchange, will not
be delisted as a result of such deposit and defeasance. (Section 1006)
 
     In the event the Company exercises its option to omit compliance with
certain covenants of the Debenture Indenture with respect to the Outstanding
Securities of any series as described above and the Outstanding Securities of
such series are declared due and payable because of the occurrence of any Event
of Default other than the Event of Default described in the preceding paragraph,
the amount of money and U.S. Government Obligations on deposit with the
Debenture Trustee will be sufficient to pay amounts due on the Outstanding
Securities of such series at the time of their Stated Maturity or Redemption
Date but may not be sufficient to pay amounts due on
 
                                       13

<PAGE>   15
 
the Outstanding Securities of such series at the time of the acceleration
resulting from such Event of Default. However, the Company shall remain liable
for such payments.
 
MODIFICATION OF THE DEBENTURE INDENTURE AND WAIVER OF COVENANTS
 
     Modifications and amendments of the Debenture Indenture may be made by the
Company and the Debenture Trustee with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Debt Securities of each series affected by
such modifications or amendments; provided, however, that no such modification
or amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (i) change the stated maturity date of the principal
of, or any installment of principal of or interest on, any Debt Security; (ii)
reduce the principal amount of, or the premium (if any) or any interest on any
Debt Security or reduce the amount of principal of an Original Issue Discount
Security that would be due and payable upon acceleration; (iii) change the place
or currency of payment of principal of, or premium, if any, or interest on, any
Debt Security; (iv) impair the right to institute suit for the enforcement of
any payment on or with respect to any Debt Security after the stated maturity
date; or (v) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Debenture Indenture, for waiver of compliance
with certain provisions of the Debenture Indenture or for waiver of certain
defaults. (Section 902)
 
     The Holders of 66 2/3% in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Debenture Indenture. (Section
1007) The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive any past default under the Debenture Indenture with respect to
that series, except a default in the payment of the principal of, premium, if
any, or any interest on any Debt Security of that series or in respect of a
provision which under the Debenture Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of that
series affected. (Section 513)
 
REGARDING THE DEBENTURE TRUSTEE
 
     The Company maintains banking relationships in the ordinary course of
business with Bank of America National Trust and Savings Association, the
Debenture Trustee under the Debenture Indenture, and has a revolving credit
agreement in the amount of $150 million with such bank. Certain debt securities
of the Company are currently outstanding under the Debenture Indenture. The
Debenture Trustee and the Trustee are each wholly owned subsidiaries of Bank
America Corporation.
 
   
                              PLAN OF DISTRIBUTION
    
 
   
     Neither the Agreement, the Debenture, nor any interest therein, is being
sold separately from the MBFC Bonds. The MBFC Bonds are being offered pursuant
to a separate Official Statement. The Agreement and the Debenture will be
assigned and delivered to the Trustee and will be transferrable only to a
successor trustee under the Indenture.
    
 
                                       14

<PAGE>   16
 
                                 LEGAL MATTERS
 
   
     The validity of the Company's obligations under the Agreement and the
Debenture and certain other matters pertaining to the Company will be passed
upon by O. George Everbach, Esq., Senior Vice President -- Law and Government
Affairs of the Company. As of April 15, 1994, Mr. Everbach owned 18,864 shares
of the Company's Common Stock and held options to acquire 44,000 shares of such
Common Stock (of which options to acquire 30,000 shares are presently
exercisable), and as of February 28, 1994, 6,183.52 shares of such Common Stock
were held for his account under the Company's Salaried Employees Incentive
Investment Plan. Mr. Everbach also participates in other employee benefit plans
of the Company.
    
 
                                    EXPERTS
 
   
     The consolidated financial statements and consolidated financial statement
schedules of the Company and its consolidated subsidiaries as of December 31,
1993 and 1992 and for each of the three years in the period ended December 31,
1993, included or incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, have been audited by Deloitte &
Touche, independent public auditors, as stated in their reports with respect
thereto which have been incorporated herein. Such consolidated financial
statements and financial statement schedules have been incorporated herein in
reliance upon the reports of Deloitte & Touche given on their authority as
experts in accounting and auditing.
    
 
                                       15

<PAGE>   17
===============================================================================

 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
                             ---------------------
 
                               TABLE OF CONTENTS
 
                                   PROSPECTUS
 
   

<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Available Information..................   2
Incorporation of Certain Documents by
  Reference............................   2
Introductory Statement.................   3
The Company............................   3
Ratio of Earnings to Fixed Charges.....   4
The Agreement..........................   4
The Indenture..........................   5
The Debenture..........................   8
The Debenture Indenture................   8
Plan of Distribution...................  14
Legal Matters..........................  15
Experts................................  15
</TABLE>

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

===============================================================================
 
                                  $40,000,000
 
                              (Logo) Corporation
 
   
                       UNDIVIDED INTERESTS IN INDUSTRIAL
    
   
                        DEVELOPMENT FINANCING AGREEMENT
    
   
                           AND UNDIVIDED INTERESTS IN
    
   
                                     % DEBENTURE
    
   
                             DUE
    
   
                              RELATING TO       %
    
   
                          MISSISSIPPI BUSINESS FINANCE
    
   
                       CORPORATION INDUSTRIAL DEVELOPMENT
    
   
                           REVENUE BONDS, SERIES 1994
    
   
                      (KIMBERLY-CLARK CORPORATION PROJECT)
    
   
                             DUE
    
 
   
                            -----------------------
    
 
                                   PROSPECTUS
                            -----------------------
 
                              GOLDMAN, SACHS & CO.
 


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

<PAGE>   18
 

                                    PART II
 
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
   

<TABLE>
    <S>                                                                        <C>
    S.E.C. Filing Fee........................................................  $  13,794
    Trustee's Charges*.......................................................      7,500
    Printing and Engraving*..................................................     35,000
    Accounting Fees*.........................................................     15,000
    Rating Agency Fees*......................................................     34,000
    Blue Sky and Legal Fees and Expenses*....................................    100,000
    Miscellaneous*...........................................................     25,706
                                                                               ---------
                                                                               $ 231,000
                                                                               ---------
                                                                               ---------
</TABLE>

    
 
- ---------------
 
* Estimated.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The By-Laws of the Company provide, among other things, that the Company
shall (i) indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Company) by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation, or in the case of an
officer or director of the Company is or was serving as an employee or agent of
a partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, and (ii) indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he is or was a director or officer of the Company, or is
or was serving at the request of the Company as a director or officer of another
corporation, or in the case of an officer or director of the Company is or was
serving as an employee or agent of a partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper. The By-Laws further
provide that the indemnification provided therein shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled.
 
     Section 145 of the Delaware General Corporation Law authorizes
indemnification by the Company of directors and officers under the circumstances
provided in the foregoing By-Law provisions and requires such indemnification
for expenses actually and reasonably incurred to the extent a director or
officer is successful in the defense of any action, or any claim, issue or
matter therein.
 
                                      II-1

<PAGE>   19
 
     The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant to
the By-Laws and to insure the officers and directors of the Company, and of its
subsidiary companies, against certain liabilities incurred by them in the
discharge of their functions as such officers and directors except for
liabilities resulting from their own malfeasance.
 
   
     The form of Underwriting Agreement filed as Exhibit 1.1 hereto provides for
indemnification and contribution by the underwriter with respect to certain
liabilities of officers and directors of the Company and other persons, if any,
who control the Company.
    
 
ITEM 16. EXHIBITS.
 
   

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                 DESCRIPTION OF EXHIBIT
       -------                                ----------------------                          
<S>                  <C>                                            
          1.1*       -- Revised Form of Underwriting Agreement
          4.1        -- First Amended and Restated Indenture dated as of March 1, 1988 between
                        the Company and Bank of America National Trust and Savings
                        Association, as successor Trustee (the "Debenture Trustee")
                        (incorporated by reference from Exhibit 4.1 to the Registration
                        Statement on Form S-3 filed on March 1, 1988 (Registration No.
                        33-20405))
          4.2**      -- First Supplemental Indenture dated as of November 6, 1992 between the
                        Company and the Debenture Trustee
          4.3*       -- Revised Form of Trust Indenture among the Mississippi Business Finance
                        Corporation, Bank of America Texas, National Association (the
                        "Trustee"), and, for certain limited purposes, the Company (including
                        form of MBFC Bond)
          4.4*       -- Revised Form of Industrial Development Financing Agreement between the
                        Mississippi Business Finance Corporation and the Company (including
                        form of Debenture)
          4.5*       -- Form of Second Supplemental Indenture between the Company and the
                        Debenture Trustee
          5**        -- Opinion of O. George Everbach, Senior Vice President -- Law and
                        Government Affairs of the Company, as to the validity of the Debenture
                        and the Agreement
         12**        -- Computation of Ratio of Earnings to Fixed Charges for the five years
                        ended December 31, 1993
         23.1*       -- Consent of Deloitte & Touche
         23.2**      -- Consent of O. George Everbach, Senior Vice President -- Law and
                        Government Affairs of the Company (included in his opinion filed as
                        Exhibit 5 to this Registration Statement)
         24**        -- Directors' Powers of Attorney
         25.1*       -- Amendment No. 1 to Form T-1 Statement of Eligibility and Qualification
                        under the Trust Indenture Act of 1939 of the Trustee
         25.2*       -- Form T-1 Statement of Eligibility and Qualification under the Trust
                        Indenture Act of 1939 of the Debenture Trustee
</TABLE>

    
 
- ---------------
   
 * Filed herewith.
    
   
** Previously filed as an exhibit to the Company's Registration Statement on
   Form S-3 filed on February 18, 1994 (Registration No. 33-52343) and
   incorporated by reference herein.
    
 
                                      II-2

<PAGE>   20
 
   
ITEM 17. UNDERTAKINGS.
    
 
   
     The Company hereby undertakes (1) that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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; (2) that, for purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of a registration statement in reliance upon rule 430A and
contained in the 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 the registration statement as of the time it was declared effective; and (3)
that, 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.
    
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above or otherwise,
the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the Company 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.
 
                                      II-3

<PAGE>   21
 

                                   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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irving and State of Texas on the 22nd
day of April, 1994.
    
 
                                            KIMBERLY-CLARK CORPORATION
 
   
                                            By  /s/  WAYNE R. SANDERS
    
                                                     Wayne R. Sanders,
                                                   Chairman of the Board
                                                and Chief Executive Officer
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below on April 22, 1994 by
the following persons in the capacities indicated.
    
 
   

<TABLE>
<CAPTION>
                  SIGNATURE                              TITLE
- ---------------------------------------------    ----------------------
<S>                                              <C>
      /s/  WAYNE R. SANDERS                      Chairman of the Board
         Wayne R. Sanders                        and Chief Executive
                                                 Officer (principal
                                                 executive officer) and
                                                 Director
      /s/  JOHN W. DONEHOWER                     Senior Vice President
        John W. Donehower                        and Chief Financial
                                                 Officer (principal
                                                 financial officer)
        /s/  RANDY J. VEST                       Vice President and
          Randy J. Vest                          Controller (principal
                                                 accounting officer)
                *                                Director
        John F. Bergstrom                        
                *                                Director
          James D. Bernd                                 
                *                                Director
    Pastora San Juan Cafferty                            
                *                                Director
         Paul J. Collins                                 
                *                                Director
       Claudio X. Gonzalez                               
                *                                Director
        James G. Grosklaus      
</TABLE>

    
                                                      
                                     II-4
                      

<PAGE>   22
 
   

<TABLE>
<CAPTION>
                  SIGNATURE                              TITLE
- ---------------------------------------------    ----------------------
<S>                                              <C>
                 *                               Director
        Phala A. Helm, M.D.                     
                 *                               Director
           Louis E. Levy                        
                                                 Director
         Frank A. McPherson                     
                                                 Director
        Wolfgang R. Schmitt                     
                                                 Director
         Randall L. Tobias                      
                 *                               Director
           H. Blair White      
*By  /s/  O. GEORGE EVERBACH
        O. George Everbach
         Attorney-in-Fact
</TABLE>

    
 
                                      II-5

<PAGE>   23
 

                               INDEX TO EXHIBITS
 
   

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                         EXHIBIT
- ----------------------------------------------------------------------------------------------
<S>                  <C>
          1.1*       -- Revised Form of Underwriting Agreement
          4.1        -- First Amended and Restated Indenture dated as of March 1, 1988 between
                        the Company and Bank of America National Trust and Savings
                        Association, as successor Trustee (the "Debenture Trustee")
                        (incorporated by reference from Exhibit 4.1 to the Registration
                        Statement on Form S-3 filed on March 1, 1988 (Registration No.
                        33-20405))
          4.2**      -- First Supplemental Indenture dated as of November 6, 1992 between the
                        Company and the Debenture Trustee
          4.3*       -- Revised Form of Trust Indenture among the Mississippi Business Finance
                        Corporation, Bank of America Texas, National Association (the
                        "Trustee"), and, for certain limited purposes, the Company (including
                        form of MBFC Bond)
          4.4*       -- Revised Form of Industrial Development Financing Agreement between the
                        Mississippi Business Finance Corporation and the Company (including
                        form of Debenture)
          4.5*       -- Form of Second Supplemental Indenture between the Company and the
                        Debenture Trustee
          5**        -- Opinion of O. George Everbach, Senior Vice President -- Law and
                        Government Affairs of the Company, as to the validity of the Debenture
                        and the Agreement
        12**         -- Computation of Ratio of Earnings to Fixed Charges for the five years
                        ended December 31, 1993
        23.1*        -- Consent of Deloitte & Touche
        23.2**       -- Consent of O. George Everbach, Senior Vice President -- Law and
                        Government Affairs of the Company (included in his opinion filed as
                        Exhibit 5 to this Registration Statement)
        24**         -- Directors' Powers of Attorney
        25.1*        -- Amendment No. 1 to Form T-1 Statement of Eligibility and Qualification
                        under the Trust Indenture Act of 1939 of the Trustee
        25.2*        -- Form T-1 Statement of Eligibility and Qualification under the Trust
                        Indenture Act of 1939 of the Debenture Trustee
</TABLE>

    
 
- ---------------
   
 * Filed herewith.
    
   
** Previously filed as an exhibit to the Company's Registration Statement on
   Form S-3 filed on February 18, 1994 (Registration Statement No. 33-52343) and
   incorporated by reference herein.
    





<PAGE>   1
                                                                     EXHIBIT 1.1




                             UNDERWRITING AGREEMENT


                                  $40,000,000

                    MISSISSIPPI BUSINESS FINANCE CORPORATION
                      INDUSTRIAL DEVELOPMENT REVENUE BONDS
                      (KIMBERLY-CLARK CORPORATION PROJECT)
                                  SERIES 1994


                 UNDERWRITING AGREEMENT dated ___________, 1994, among
MISSISSIPPI BUSINESS FINANCE CORPORATION (the "Issuer"), KIMBERLY-CLARK
CORPORATION (the "Company") and GOLDMAN, SACHS & CO. (the "Underwriter").

                 1.       Background

                          (a)     The Issuer proposes to enter into an
Industrial Development Financing Agreement dated as of ___________ 1, 1994 (the
"Agreement") with the Company pursuant to which the Issuer will agree to
provide funds for financing the costs of acquiring, constructing and installing
certain equipment (the "Project") at a production facility of the Company in
Alcorn County, Mississippi.  Under the Agreement, the Company will agree to pay
to the Issuer moneys sufficient to pay the principal of and interest on the
bonds identified in the heading above (the "Bonds") and certain administrative
expenses.  The Issuer proposes to issue and sell the Bonds to the Underwriter
who will in turn make a public offering thereof, and, subject to the terms of
the Agreement and the Indenture (hereinafter defined), the Company will use the
proceeds of such Bonds for the Project.

                          (b)     The
 Bonds will be issued pursuant to
Resolutions adopted by the Issuer on ______________, 1994 (the "Proceedings")
and will be secured under a Trust Indenture dated as of ____________ 1, 1994
(the "Indenture") between the Issuer and Bank of America Texas, National
Association, as trustee (the "Trustee").  The Bonds will be limited obligations
of the Issuer payable solely from payments by the Company under the Agreement.
The Company's obligation to make payments under the Agreement shall be
evidenced by the issuance of its ___% Debenture (the "Debenture") under its
First Amended and Restated Indenture dated as of March 1, 1988, as amended by
the First Supplemental Indenture dated November 6, 1992 and the Second
Supplemental Indenture dated _____________ (the "Debenture Indenture") to Bank
of America National Trust and Savings Association (the "Debenture Trustee").
All of the Issuer's rights under the Agreement (except certain rights to
receive fees and expenses and rights of indemnification) will be assigned to
the Trustee as security for the Bonds.  The Bonds will mature, bear interest,
and be subject

<PAGE>   2
to the other terms and provisions set forth in the Official Statement
(hereinafter defined).  The terms and provisions of the Debenture have been
approved by the Company.

                          (c)     To induce the Underwriter to enter into this
Underwriting Agreement and to purchase the Bonds at the price set forth herein
and bearing interest at the rate indicated in the Final Official Statement
(hereinafter defined), the Issuer and the Company have executed and delivered
this Underwriting Agreement.  The Issuer and the Company each acknowledge that
the Issuer will sell the Bonds to the Underwriter and the Underwriter will make
a public offering thereof in reliance on the representations, warranties,
covenants and indemnity herein set forth.

                          (d)     A Preliminary Official Statement dated
________, 1994 and a Final Official Statement dated ________, 1994 have been
delivered to the parties hereto.  The Preliminary Official Statement and the
Final Official Statement, as they may be amended or supplemented, are referred
to collectively as the "Official Statement."

                          (e)     Insofar as the Bonds may be deemed, pursuant
to Rule 131 under the Securities Act of 1933, to include a separate security in
the form of undivided interests in the Agreement, the Company will endorse and
join in the execution of the Indenture as the issuer of such security.

                 2.       Purchase, Sale and Closing.

                          (a)     Subject to the terms and conditions and in
reliance on the representations, warranties, covenants and indemnity set forth
herein, the Underwriter shall purchase from the Issuer, and the Issuer shall
sell to the Underwriter, the Bonds.  The purchase price shall be ___% of the
principal amount thereof plus interest accrued to the date of Closing
(hereinafter defined), if any, and shall be payable in same day settlement
funds to the order of the Trustee for the account of the Issuer.  Closing (the
"Closing") will be at ____________________________ at 10:00 A.M. prevailing
local time on ___________, 1994 (the "Closing Date") or at such other place or
other date or time as may be agreed to by the parties hereto.  The Bonds will
be delivered in New York, New York through the facilities of The Depository
Trust Company in fully registered form and registered in such names as
requested by the Underwriter a reasonable period before Closing and will be
made available to the Underwriter for inspection at least one business day
prior to the date of Closing.





                                       2

<PAGE>   3
                          (b)     The Underwriter proposes to offer the Bonds
for sale upon the terms and conditions set forth in the Final Official
Statement.

                 3.       Issuer's Representations.  The Issuer makes the
following representations, all of which will survive the purchase and offering
of the Bonds:

                          (a)     the Issuer is a public corporation of the
State of Mississippi with authorization to issue the Bonds under the laws of
the State of Mississippi, particularly Section 57-10-401, et seq., of the
Mississippi Code of 1972, as amended and supplemented (the "Act").  The Issuer
has complied in all respects with, and the issuance of the Bonds pursuant to,
and the consummation of the other transactions contemplated by, this
Underwriting Agreement, the Indenture and the Agreement, in accordance with the
terms thereof, will comply in all respects with, the Constitution and laws of
the State of Mississippi and particularly the Act.

                          (b)     The information about the Issuer contained in
the Official Statement is true and does not contain any untrue statement of a
material fact and does not omit and will not omit to state a material fact
necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.  The Issuer has
authorized the delivery of the Official Statement and approves and consents to
the use of the information about the Issuer therein by the Underwriter.

                          (c)     The Issuer has duly adopted the Proceedings
in accordance with all requirements of Mississippi law and procedural rules of
the Issuer, and the Proceedings are in full force and effect on the date
hereof.  The Issuer has duly authorized the execution and delivery of the
Agreement and the Indenture, the issuance and sale of the Bonds, and all
actions necessary or appropriate to carry out the same.

                          (d)     This Underwriting Agreement has been duly
authorized, executed and delivered by the Issuer and constitutes a legal, valid
and binding obligation of the Issuer.  The Agreement, the Bonds and the
Indenture, when executed and delivered by the Issuer, will constitute legal,
valid and binding obligations of the Issuer, enforceable in accordance with
their respective terms, subject to equitable principles and federal and state
laws affecting the enforcement of creditors' rights generally.

                          (e)     There is no action, suit, proceeding, inquiry
or investigation at law or in equity or before or by any court, public board or
body pending or, to the knowledge of the Issuer,





                                       3

<PAGE>   4
threatened against or affecting the Issuer wherein an unfavorable decision,
ruling or finding would adversely affect the transactions contemplated hereby
or by the Official Statement or the validity or the enforceability of the
Bonds, the Agreement, the Indenture or this Underwriting Agreement.

                          (f)     The execution and delivery by the Issuer of
the Bonds, the Agreement, the Indenture and this Underwriting Agreement and
compliance by the Issuer with the provisions thereof will not conflict with or
constitute on the part of the Issuer a breach of or a default under any
existing law, court or administrative regulation, decree or order or any
agreement, indenture, mortgage, lease or other instrument to which the Issuer
is subject or by which the Issuer is or may be bound.  No representation is
made with respect to Blue Sky or other state securities laws.


                 4.       Company's Representations.  The Company makes the
following representations, all of which will survive the purchase and offering
of the Bonds:

   
                          (a)     A registration statement in respect of the 
undivided interests in the Agreement and the undivided interests in the 
Debenture (collectively, the "Securities") has been filed with the Securities
and Exchange Commission (the "Commission"); such registration statement and any
post-effective amendment thereto, each in the form heretofore delivered to the
parties hereto, and, excluding exhibits thereto but including all documents
incorporated by reference in the prospectus contained therein, have been
declared effective by the Commission in such form; except for pre-effective   
amendments thereto in the form previously delivered to the Underwriter, no
other document with respect to such registration statement or other document
incorporated by reference therein has heretofore  been filed with the
Commission; and no stop order suspending the effectiveness of such registration
statement has been issued and no proceeding for that  purpose has been
initiated or threatened by the Commission (any preliminary prospectus included
in such registration statement or filed with the Commission pursuant to Rule
424(a) of the rules and regulations of the Commission under the Securities Act
of 1933, as amended (the "Securities Act"), being hereinafter called a
"Preliminary Prospectus"; the various parts of such registration statement,
including all exhibits thereto but excluding Form T-1 and including the
information contained in the form of final prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act in accordance with Section
6(a) hereof and deemed by virtue of Rule 430A under the Securities Act to be
part of the registration statement at the time it was declared effective and
the documents incorporated by reference in the prospectus contained in the
registration statement at the time such part of the registration statement
became effective, each as      




                                       4

<PAGE>   5
amended at the time such part of the registration statement became effective,
being hereinafter called the "Registration Statement"; such final prospectus,
in the form first filed pursuant to Rule 424(b) under the Securities Act, being
hereinafter called the "Prospectus"; and any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the Securities Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus or Prospectus, as the case may be; and any reference to
any amendment to the Registration Statement shall be deemed to refer to and
include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement.

                          (b)     No order preventing or suspending the use of
any Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in all
material respects to the requirements of the Securities Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules
and regulations of the Commission thereunder, and did not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by the Underwriter expressly for use therein.

                          (c)     The documents incorporated by reference in
the Prospectus, when they were filed with the Commission, conformed in all
material respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, and none of such documents contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by reference in
the Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the case may
be, will conform in all material respects to the requirements of the Exchange
Act and the rules and regulations of the Commission





                                       5

<PAGE>   6
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by
the Underwriter expressly for use therein.

                          (d)     The Registration Statement conforms, and the
Prospectus and any further amendments or supplements to the Registration
Statement or the Prospectus will conform, in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus and any
amendment or supplement thereto, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by the Underwriter expressly for use therein.

                          (e)     The information with respect to the Company
and the Project and the descriptions of the Bonds, the Agreement and the
Indenture contained in the Official Statement do not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
such information and descriptions, in light of the circumstances under which
they were made, not misleading.  The Company has authorized the use of the
Official Statement by the Underwriter; and the Company deems the Preliminary
Official Statement to be "final" and the Final Official Statement to be
"complete" within the meaning of Rule 15c2-12 under the Securities Exchange Act
of 1934.

                 5.       Issuer's Covenant.  The Issuer will cooperate in
qualifying the Bonds for offer and sale under the Blue Sky or other securities
laws of such jurisdictions of the United States of America as are designated by
the Underwriter; provided, however, that the Issuer shall not be required to
consent to service of process in any jurisdiction other than the State of
Mississippi nor shall it be required to pay any costs or expenses of
qualification of the Bonds.

                 6.       Company's Covenants.  The Company agrees with the
Underwriter and the Issuer:





                                       6

<PAGE>   7
                          (a)     To prepare the Prospectus in a form approved
by the Underwriter and to file such Prospectus pursuant to Rule 424(b) under
the Securities Act not later than the Commission's close of business on the
second business day following the execution and delivery of this Underwriting
Agreement, or, if applicable, such earlier time as may be required by Rule
430A(a)(3) under the Securities Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus prior to the Closing
which shall be disapproved by the Underwriter promptly after reasonable notice
thereof; to advise the Underwriter, promptly after it receives notice thereof,
of the time when the Registration Statement, or any amendment thereto, has been
filed or becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed and to furnish the Underwriter with copies thereof;
to file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
Prospectus and for so long as the delivery of a prospectus is required in
connection with the offer or sale of the Securities; to advise the Underwriter,
promptly after it receives notice thereof, of the issuance by the Commission of
any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus, of the suspension of the qualification of
the Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and, in the event of the issuance of
any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or prospectus or suspending any such qualification, to
use promptly its best efforts to obtain its withdrawal.

                          (b)     If, at any time when a prospectus relating to
the Securities is required to be delivered under the Securities Act, any event
occurs as a result of which the Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or if it shall be
necessary to amend or supplement the Prospectus to comply with the Securities
Act or the Exchange Act or the respective rules and regulations thereunder, the
Company promptly will prepare and file with the Commission, subject to
paragraph (a) of this Section 6, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such compliance.





                                       7

<PAGE>   8
                          (c)  To promptly notify the Underwriter of any
material change occurring before Closing or thereafter during the initial
distribution of the Bonds, which would require a change in the Official
Statement in order to make the statements therein not misleading in connection
with the sale of the Bonds.  After such notification, if, in the opinion of the
Company, the Underwriter or Counsel for the Underwriter, a change would be
required in the Official Statement in order to make the statements therein true
and not misleading, then such change will be made in the Official Statement and
the Company will supply copies of the Official Statement as so amended to the
Underwriter for distribution.

                          (d)     To promptly from time to time to take such
action as the Underwriter may reasonably request to qualify the Bonds and the
Securities for offering and sale under the securities laws of such
jurisdictions as the Underwriter may request and to comply with such laws so as
to permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of the Bonds,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction.

                          (e)     To furnish to the Underwriter and counsel for
the Underwriter, without charge, copies of the Registration Statement
(including exhibits thereto) and each amendment thereto which shall become
effective on or prior to the Closing Date and, so long as delivery of the
Prospectus by the Underwriter or a dealer may be required by the Securities Act
and so long as delivery of an Official Statement is required in connection with
sales of the Bonds, as many copies of any Preliminary Prospectus and the
Prospectus and the Official Statement and any amendments thereof and
supplements thereto, respectively, as the Underwriter may reasonably request.

                          (f)     Not later than eighteen months after the date
of this Underwriting Agreement, the Company will make generally available to
its security holders and to the Underwriter an earnings statement or statements
of the Company and its subsidiaries on a consolidated basis (which need not be
audited) which will satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 under the Securities Act.

                          (g)     During the period beginning on the date of
this Underwriting Agreement and continuing to the earlier of (i) the
termination of trading restrictions on the Bonds, as notified to the Company by
the Underwriter, and (ii) the Closing Date, the Company will not offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company
which mature more than one year after the Closing Date and which are
substantially





                                       8

<PAGE>   9
similar to the Bonds, without the prior written consent of the Underwriter.

                 7.       Indemnification.

                          (a)     The Company will indemnify and hold harmless
the Underwriter and the Issuer against any losses, claims, damages or
liabilities, joint or several, to which the Underwriter or the Issuer may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or any Preliminary Official
Statement, the Final Official Statement or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Underwriter and the
Issuer for any legal or other expenses reasonably incurred by the Underwriter
and the Issuer, respectively, in connection with investigating or defending any
such action or claim; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any such amendment or supplement, or
any Preliminary Official Statement, Final Official Statement, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by the Underwriter expressly for use
therein; and provided, further, that such indemnity with respect to the
Registration Statement, any Preliminary Prospectus or any Preliminary Official
Statement shall not inure to the benefit of the Underwriter if the person
asserting any such loss, claim, damage or liability purchased the Bonds from
the Underwriter and such person did not receive a copy of the Prospectus or the
Prospectus as amended or supplemented (excluding documents incorporated by
reference) and the Final Official Statement or the Final Official Statement as
amended or supplemented at or prior to the confirmation of the sale of the
Bonds to such person in any case where such delivery is required by the
Securities Act or the rules of the Municipal Securities Rulemaking Board or
otherwise and the untrue statement or omission of a material fact contained in
the Registration Statement or any such Preliminary Prospectus or in the
Preliminary Official Statement was corrected in the Prospectus or the
Prospectus as amended or supplemented or the Final Official Statement, or the
Final Official Statement as amended or supplemented, respectively.





                                       9

<PAGE>   10
                 (b)      The Underwriter will indemnify and hold harmless the
Company and the Issuer against any losses, claims, damages or liabilities to
which the Company or the Issuer may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in the Official
Statement, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Official Statement in reliance
upon and in conformity with written information furnished to the Company by the
Underwriter expressly for use therein; and will reimburse the Company and the
Issuer for any legal or other expenses reasonably incurred by the Company and
the Issuer, respectively, in connection with investigating or defending any
such action or claim.  The Issuer and the Company acknowledge that the
statements set forth under the heading "Underwriting" constitute the only
information furnished in writing by the Underwriter for inclusion in the
documents referred to in the foregoing indemnity and the Underwriter hereby
confirms that such statements are correct.

                 (c)      Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection.  In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expense of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.





                                       10

<PAGE>   11
                 (d)      If the indemnification provided for in this Section 7
is unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriter on the other from the offering of
the Bonds or the Securities to which such loss, claim, damage or liability (or
action in respect thereof) relates.  If, however, the allocation provided by
the immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriter on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative benefits received by the Company on the
one hand and the Underwriter on the other shall be deemed to be in the same
proportion as the total net proceeds from the sale of the Bonds (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriter.  The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Underwriter and the party's relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  The Company
and the Underwriter agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d).  The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this subsection (d), the Underwriter shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Bonds offered to the public exceeds the amount of any damages which the
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged





                                       11

<PAGE>   12
omission.  No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

                 (e)      The obligations of the Company under this Section 7
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each officer and director
of the Issuer and to each person, if any, who controls the Underwriter or the
Issuer within the meaning of the Securities Act; and the obligations of the
Underwriter under this Section 7 shall be in addition to any liability which
the Underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and the Issuer and to
each person, if any, who controls the Company or the Issuer within the meaning
of the Securities Act.  The Company and the Underwriter acknowledge that for
purposes of this Section 7, references to the Issuer include employees, agents
and attorneys of the Issuer.

                 8.       Conditions of Closing.  The Underwriter's obligation
to purchase the Bonds hereunder shall be subject to the accuracy in all
material respects of the representations and warranties on the part of the
Company contained herein as of the date hereof and as of the Closing Date, to
the accuracy in all material respects of the statements of the Company made in
any certificates delivered pursuant to the provisions hereof, to the
performance in all material respects by the Company of its obligations
hereunder and to the following additional conditions:

                          (a)     (i) the Prospectus shall have been filed with
the Commission pursuant to Rule 424(b) within the applicable time period
prescribed for such filing by the rules and regulations under the Securities
Act and in accordance with Section 6(a) of this Underwriting Agreement; (ii) no
stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and (iii) all requests for
additional information by the Commission in connection with the Registration
Statement shall have been complied with to the reasonable satisfaction of the
Underwriter.

                          (b)     The Bonds, the Agreement, the Debenture and
the Indenture shall have been duly authorized, executed and delivered in the
forms heretofore approved by the Underwriter with only such changes as shall be
mutually agreed upon by the Issuer, the Company and the Underwriter.

                          (c)     The Issuer's representations hereunder shall
be true in all material respects on and as of the Closing Date and shall be
confirmed by certificates dated as of the Closing.

                          (d)     The Issuer shall have performed its 
obligations hereunder in all material respects.





                                       12

<PAGE>   13
                          (e)     The Underwriter shall have received an
opinion of Watkins Ludlam & Stennis, Bond Counsel, dated as of the Closing
Date, to the effect that:

                                  (i)  The Issuer is a public corporation of
         the State of Mississippi with full power and authority to execute and
         deliver the Agreement, the Indenture and this Underwriting Agreement
         and to perform its obligations under the Agreement, the Indenture and
         this Underwriting Agreement.

                                  (ii)  The Bonds, the Agreement, the Indenture
         and this Underwriting Agreement have been duly executed and delivered
         on behalf of the Issuer and are valid, legal and binding obligations
         of the Issuer, subject to bankruptcy, insolvency, reorganization and
         other similar laws affecting the enforcement of creditors' rights
         generally.  The Bonds are entitled to the benefit and security of the
         Indenture.

                                  (iii)  No additional or further approval,
         consent or authorization of any governmental or public agency or
         authority not already obtained is required by the Issuer in order to
         (a) issue or sell the Bonds or (b) enter into and perform the
         obligations of the Issuer under the Bonds, the Agreement, the
         Indenture and this Underwriting Agreement.

                                  (iv)  No registration of the Bonds under the
         Securities Act is required in connection with the offer and sale of
         the Bonds.

                                  (v)  The summary descriptions in the Final
         Official Statement under the captions "The Bonds," "The Indenture" and
         "The Agreement" and the summary descriptions in the Prospectus under
         the captions "The Agreement" and "The Indenture" insofar as such
         descriptions purport to summarize certain provisions of the Bonds, the
         Indenture and the Agreement, fairly and accurately present the
         information purported to be shown with respect thereto.

                 Counsel shall also state that based upon their participation
incident to their activities as Bond Counsel, in the preparation of the
Official Statement and without having undertaken to determine independently the
accuracy, completeness or fairness of the information contained in the Official
Statement, nothing has come to such counsel's attention which would lead them
to believe that the Official Statement contains any untrue statement of a
material fact or omits to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.





                                       13

<PAGE>   14
                          (f)  The Underwriter shall have received an opinion
of Holcomb, Dunbar, Connell, Chaffin & Willard, Issuer's Counsel, dated as of
the Closing Date, to the effect that:

                                  (i)  The Issuer is a public corporation of
         the State of Mississippi with full power and authority to execute and
         deliver the Agreement, the Indenture and this Underwriting Agreement
         and to perform its obligations under the Agreement, the Indenture and
         this Underwriting Agreement.

                                  (ii)  The members of the Issuer and officers
         of the Issuer identified in the certificates of the Issuer delivered
         at Closing have been duly elected or appointed and are qualified to
         serve as such.

                                  (iii)  The Bonds, the Agreement, the
         Indenture and this Underwriting Agreement do not violate or conflict
         with the provisions of any indenture, mortgage, agreement or other
         instrument to which the Issuer is a party or by which it or its
         properties may be bound.

                                  (iv)  The Bonds, the Agreement, the Indenture
         and this Underwriting Agreement have been duly executed and delivered
         on behalf of the Issuer and are valid, legal and binding obligations
         of the Issuer, subject to bankruptcy, insolvency, reorganization and
         other similar laws affecting the enforcement of creditors' rights
         generally.  The Bonds are entitled to the benefit and security of the
         Indenture.

                                  (v)  There is, to the best of such counsel's
         knowledge and information, no action, suit, proceeding or
         investigation at law or in equity before or by any court, public board
         or body, pending or, to the best of such counsel's knowledge and
         information, threatened against or affecting the Issuer, wherein an
         unfavorable decision, finding or ruling would adversely affect the
         transactions contemplated by the Official Statement and this
         Underwriting Agreement.

                                  (vi)  The Proceedings have been duly adopted
         by the Issuer, comply in all respects with the procedural rules of the
         Issuer and the requirements of Mississippi law and remain in full
         force and effect on the date hereof.

                                  (vii)  This Underwriting Agreement has been
         duly authorized, executed and delivered by the Issuer.

                          (g)     The Underwriter shall have received the
opinion of O. George Everbach, Esquire, Senior Vice President-Law





                                       14

<PAGE>   15
and Government Affairs, Counsel to the Company, dated as of the Closing, to the
effect that:

                                (i)        The Company has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the jurisdiction of its incorporation, with
         corporate power to own its properties and conduct its business as
         described in the Prospectus as amended or supplemented, if applicable.


            
                               (ii)        To the best of such counsel's
         knowledge there is no pending or threatened action, suit or proceeding
         before any court or governmental agency, authority or body involving
         the Company or any of its properties required to be disclosed in the
         Registration Statement or the Official Statement which is not
         adequately disclosed in the Prospectus as amended or supplemented, or
         the Official Statement; and such counsel does not know of any
         contracts or other documents of a character required to be filed as an
         exhibit to the Registration Statement or required to be incorporated
         by reference into the Prospectus as amended or supplemented, if
         applicable, or required to be described in the Registration Statement
         or the Prospectus as amended or supplemented, or the Official
         Statement, if applicable, which are not filed or incorporated by
         reference or described as required.
    

                              (iii)        This Underwriting Agreement has been
         duly authorized, executed and delivered by the Company.

   
                               (iv)        The Debenture has been duly
         authorized by the Company and when duly executed and authenticated in
         accordance with the provisions of the Debenture Indenture, will
         constitute a valid and legally binding obligation of the Company
         entitled to the benefits provided by the Debenture Indenture, subject
         to bankruptcy, insolvency, reorganization and other laws of general
         applicability relating to or affecting enforcement of creditors'
         rights and to general equity principles; and the Bonds, the Debenture,
         the Indenture and the Debenture Indenture conform in all material
         respects to the description thereof in the Prospectus as amended or
         supplemented, or the Official Statement, as the case may be.
    

                                (v)        The Debenture Indenture has been
         duly authorized, executed and delivered by the Company and constitutes
         a valid and legally binding agreement of the Company, enforceable in
         accordance with its terms, subject to bankruptcy, insolvency,
         reorganization and other laws of general applicability relating to or
         affecting enforcement of creditors' rights and to general equity
         principles.





                                       15

<PAGE>   16
                               (vi)        The Agreement has been duly
         authorized, executed and delivered by the Company and constitutes a
         valid and legally binding agreement of the Company, enforceable in
         accordance with its terms, subject to bankruptcy, insolvency,
         reorganization and other laws of general applicability relating to or
         affecting enforcement of creditors' rights and to general equity
         principles.

                              (vii)        The issuance and sale of the Bonds,
         the issuance of the Debenture and the compliance by the Company with
         the provisions of the Bonds, the Debenture, the Indenture, the
         Debenture Indenture, the Agreement and this Underwriting Agreement and
         the consummation of the transactions relating to the Bonds
         contemplated herein and therein will not conflict with or result in a
         breach of the terms or provisions of, or constitute a default under,
         any indenture, loan agreement or other agreement or instrument in
         respect of indebtedness for money borrowed known to such counsel to
         which the Company is a party or by which the Company is bound or, to
         the knowledge of such counsel, any other agreement or instrument to
         which the Company is a party or by which the Company is bound or to
         which any of the properties or assets of the Company is subject, nor
         will such action result in any violation of the provisions of the
         Restated Certificate of Incorporation, as amended, or the By-Laws of
         the Company or, to the knowledge of such counsel, any statute or any
         order, rule or regulation of any court or regulatory authority or
         other governmental agency or body having jurisdiction over the Company
         or any of its properties; and no consent, approval, authorization,
         order, registration or qualification of or with any court or any such
         regulatory authority or other governmental agency or body is required
         on the part of the Company for the issuance and sale of the Bonds or
         the consummation of the transactions relating to the Bonds
         contemplated by this Underwriting Agreement or the Indenture, except
         such as have been obtained under the Securities Act and the Trust
         Indenture Act and such consents, approvals, authorizations,
         registrations or qualifications as may be required under state
         securities or Blue Sky laws.

                             (viii)        The documents or portions thereof,
         if any, incorporated by reference in the Prospectus (other than the
         financial statements, related schedules and other financial and
         statistical information included therein, as to which such counsel
         need express no opinion), when they were filed with the Commission,
         complied as to form in all material respects with the requirements of
         the Exchange Act and the rules and regulations of the Commission
         thereunder.





                                       16

<PAGE>   17
   
                               (ix)        The Indenture and the Debenture
         Indenture have been duly qualified under the Trust Indenture Act.  The
         Registration Statement and the Prospectus as amended or supplemented,
         if applicable (other than the financial statements, related schedules
         and other financial and statistical information included therein, as
         to which such counsel need express no opinion) comply as to form in
         all material respects with the requirements of the Securities Act and
         the Trust Indenture Act and the rules and regulations thereunder; and,
         although such counsel is not passing upon, and does not assume
         responsibility for the accuracy, completeness or fairness of
         statements contained in the Registration Statement or the Prospectus
         as amended or supplemented, if applicable, or the Official Statement
         (except as to the matters specified in the last clause of subparagraph
         (iv) of this paragraph (g)), nothing has come to the attention of such
         counsel that causes such counsel to believe that either the
         Registration Statement or the Prospectus as amended or supplemented,
         if applicable, or the Official Statement contains an untrue statement
         of material fact or omits to state a material fact required to be
         stated therein or necessary to make the statements therein, in light
         of the circumstances under which they were made, not misleading.
    

                          (h)     The Underwriter shall have received the
opinion of Ballard Spahr Andrews & Ingersoll, counsel to the Underwriter, dated
the date of the Closing, with respect to such matters as the Underwriter may
reasonably require.

                          (i)     At the date of the Closing, Deloitte & Touche
shall have furnished to the Underwriter a letter or letters (which may refer to
letters previously delivered to the Underwriter, a copy of which shall be
attached, in which case the letter provided at the date of the Closing shall
state that the previous letter can be relied on), dated as of the date of the
Closing, in form and substance satisfactory to the Underwriter, stating in
effect that:

                                       (i)         they are independent public
         accountants within the meaning of the Securities Act and the Exchange
         Act and the respective applicable published rules and regulations
         thereunder.

                                       (ii)        in their opinion the most
         recent audited financial statements of the Company and the financial
         statement schedules of the Company audited by them and included or
         incorporated in the Registration Statement and the Prospectus comply
         as to form in all material respects with the applicable accounting
         requirements of the





                                       17

<PAGE>   18
         Securities Act and the Exchange Act and the respective applicable
         published rules and regulations thereunder.

                                     (iii)         on the basis of a reading
         of:  the financial statements of the Company and its subsidiaries on a
         consolidated basis (which may be unaudited) included or incorporated
         by reference in the Registration Statement and the Prospectus; a
         reading of the minutes of the meetings of the Board of Directors of
         the Company held subsequent to the date of the most recent audited
         financial statements of the Company included or incorporated by
         reference in the Registration Statement and the Prospectus to a
         specified date not more than five business days prior to the date of
         such letter; and inquiries of certain officials of the Company who
         have responsibility for financial and accounting matters of the
         Company and its subsidiaries as to transactions and events subsequent
         to the date of the most recent financial statements of the Company
         included or incorporated by reference in the Registration Statement
         and the Prospectus to a specified date not more than five business
         days prior to the date of such letter (which procedures and inquires
         do not constitute an audit made in accordance with generally accepted
         auditing standards), nothing came to their attention which caused them
         to believe that:

                                        (1)     the unaudited financial
                 statements, if any, included or incorporated by reference in
                 the Registration Statement and the Prospectus do not comply as
                 to form in all material respects with applicable accounting
                 requirements of the Securities Act and the Exchange Act and
                 the respective applicable published rules and regulations
                 thereunder, or are not in conformity with generally accepted
                 accounting principles applied on a basis substantially
                 consistent with those of the audited consolidated financial
                 statements included or incorporated by reference in the
                 Registration Statement;

                                        (2)     during the period from the
                 first day following the date of the last financial statements
                 (which may be unaudited) of the Company included or
                 incorporated by reference in the Registration Statement and
                 the Prospectus to the date of the most recently available
                 unaudited condensed consolidated interim financial statements
                 of the Company which have been presented to Deloitte & Touche,
                 there has been any (i) decrease in the outstanding capital
                 stock of the Company or in the consolidated shareholders'
                 equity of the Company other than a decrease resulting from a
                 normal dividend distribution or (ii) increase in the





                                       18

<PAGE>   19
                 consolidated long-term debt of the Company resulting from the
                 issuance of long term debt, greater than 3%, as compared
                 with amounts shown in the unaudited condensed consolidated
                 balance sheet at the end of the Company's immediately
                 preceding fiscal quarter, except in each case for decreases or
                 increases, as the case may be, which the Registration
                 Statement and Prospectus disclose have occurred or may occur
                 or which are described in such letter; or during such period
                 there were any decreases in consolidated net sales or in
                 consolidated total or per share amounts of income from
                 continuing operations or of net income, as compared with the
                 corresponding period in the preceding year, except in each
                 case for decreases which the Registration Statement and the
                 Prospectus disclose have occurred or may occur or which are
                 described in such letter; or

                                        (3)     the amounts included in any
                 unaudited "capsule" financial information derived from the
                 general accounting records of the Company and included or
                 incorporated by reference in the Registration Statement and
                 Prospectus and the amounts used to compute the ratios set
                 forth in the table of "Ratio of Earnings to Fixed Charges,"
                 included in the Registration Statement and the Prospectus do
                 not agree with the corresponding amounts in the audited or
                 unaudited financial statements or schedules prepared by the
                 Company, as the case may be, from which such amounts were
                 derived or that the computation of the ratios set forth in the
                 aforementioned table is not arithmetically correct.

                                  (iv)  they have performed certain other
         specified procedures as a result of which they determined that certain
         information of an accounting, financial or statistical nature (which
         is limited to accounting, financial or statistical information derived
         from the general accounting records of the Company and its
         subsidiaries) set forth in the Registration Statement and the
         Prospectus and in Exhibit 12 to the Registration Statement, including
         certain information included or incorporated in Items 1, 6, 7, and 11
         of the Company's Annual Report on Form 10-K, incorporated by reference
         in the Registration Statement and the Prospectus, and the information
         included in the "Management Discussion and Analysis of Financial
         Condition and Results of Operations" included or incorporated by
         reference in the Company's Quarterly Reports on Form 10-Q,
         incorporated in the Registration Statement and the Prospectus, agrees
         with the general accounting records of the Company and its





                                       19

<PAGE>   20
         subsidiaries or schedules prepared by the Company, excluding any
         questions of legal interpretation.

                          (j)  (i)  Neither the Company nor any of its
subsidiaries shall have sustained since the date of the latest financial
statements contained in the Prospectus any loss or interference material to the
business of the Company and its subsidiaries taken as a whole from fire,
explosion, flood or other calamity or from any labor dispute or court or
governmental action, order or decree and (ii) since the respective dates as of
which information is given in the Prospectus there shall not have been any
material change in the capital stock or long-term debt of the Company or any
material adverse change, or any development which will result in a material
adverse change, in the business, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries taken as a whole,
otherwise (in any such case described in clause (i) or (ii) hereof) than as set
forth or contemplated in the Prospectus, the effect of which (in any such case
in clause (i) or (ii) hereof) is in the reasonable judgment of the Underwriter
so material and adverse as to make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Bonds on the terms and in the
manner contemplated in the Official Statement.

                          (k)     Subsequent to the execution of this
Underwriting Agreement, there shall not have occurred any downgrading in any
rating accorded to the Company's senior debt securities by Moody's Investor
Service Inc. or Standard & Poor's Corporation; provided, however, that this
paragraph (k) shall not apply to either of such rating agencies which shall
have notified the Underwriter of the rating of the Bonds prior to the execution
of this Underwriting Agreement.

                          (l)     Subsequent to the execution of this
Underwriting Agreement, there shall not have occurred any of the following: (i)
a suspension or material limitation in trading in securities generally on the
New York Stock Exchange; (ii) a general moratorium on commercial banking
activities in New York declared by either Federal or New York State
authorities; or (iii) the engagement by the United States in hostilities which
have resulted in the declaration, on or after the date of this Underwriting
Agreement, of a national emergency or war or if a national emergency is in
force at the time of the execution of this Underwriting Agreement and
subsequent thereto there is an outbreak or escalation of hostilities related to
the situation with respect to which such national emergency was declared, the
effect of which (in any such case described in clause (i), (ii) or (iii)
hereof) in the reasonable judgment of the Underwriter makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Bonds on
the terms and in the manner contemplated in the Prospectus as amended or
supplemented.





                                       20

<PAGE>   21
                          (m)     The Company shall have furnished or caused to
be furnished to the Underwriter at the Closing one or more certificates of
officers of the Company reasonably satisfactory to the Underwriter as to the
accuracy in all material respects of the representations and warranties of the
Company herein at and as of the Closing Date, as to the performance in all
material respects by the Company of all of its obligations hereunder to be
performed at or prior to the Closing Date, and as to the matters set forth in
clauses (iii) and (iv) of paragraph (a) and clauses (i) and (ii) of paragraph
(j) of this Section 8, with the certificate based upon knowledge or belief as
to proceedings initiated or threatened referred to in clause (iii) of such
paragraph (a) and as to the matters referred to in clause (iv) of such
paragraph (a) and clauses (i) and (ii) of such paragraph (j).

                          (n)     The Underwriter shall have been furnished
with such additional documentation and certificates as it may reasonably
request to evidence compliance with applicable law and the validity of the
Bonds, the Agreement, the Indenture, the Debenture, the Debenture Indenture,
the Proceedings and this Underwriting Agreement.

                 If any of the conditions specified in this Section 8 shall not
have been fulfilled to the reasonable satisfaction of the Underwriter when and
as provided in this Underwriting Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Underwriting Agreement shall
not be to the reasonable satisfaction of the Underwriter and its counsel, this
Underwriting Agreement and all obligations of the Underwriter hereunder may be
cancelled at, or at any time prior to, the date of the Closing by the
Underwriter and such cancellation shall not result in any liability on the part
of the Issuer, the Company or the Underwriter except as set forth in Section 9.
Notice of such cancellation shall be given to the Company by telephone or in
the manner described in Section 12 hereof.

                 9.       Expenses.  The Company covenants and agrees with the
Underwriter and the Issuer that the Company will pay or cause to be paid the
following:  (i) the fees, disbursements and expenses of Bond Counsel,
Underwriter's Counsel, Issuer's Counsel, the Company's counsel and accountants
in connection with the registration of the Securities under the Securities Act
and all other expenses in connection with the preparation, printing and filing
of the Registration Statement, the Preliminary Prospectus and the Prospectus
and amendments and supplements thereto, the Official Statement and the mailing
and delivery of copies thereof to the Underwriter; (ii) the cost of printing
this Underwriting Agreement, the Indenture, any blue sky and legal investment
memoranda and any other documents in connection with





                                       21

<PAGE>   22
the offering, purchase, sale and delivery of the Bonds and the Securities;
(iii) all expenses in connection with the qualification of the Bonds and the
Securities for offering and sale under state securities laws, including the
disbursements of counsel for the Underwriter in connection with such
qualification and in connection with any blue sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Bonds; (v)
the cost of preparing the Bonds; (vi) the fees and expenses of the Trustee and
the Debenture Trustee and the fees and disbursements of counsel for the Trustee
and the Debenture Trustee in connection with the Indenture, the Debenture
Indenture, the Bonds and the Debenture; and (vii) all other costs and expenses
incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section.  It is understood,
however, that, the Underwriter will pay all of its own costs and expenses
(except the costs and expenses in connection with blue sky qualifications and
surveys and of its counsel), transfer taxes on resale of any of the Bonds by
it, and any advertising expenses connected with the Bonds and the Securities.

                 10.      Reimbursement of Underwriter's Expenses.  If the sale
of the Bonds provided for herein is not consummated because any condition to
the obligations of the Underwriter set forth in Section 8 hereof is not
satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by the Underwriter, the Company will
reimburse the Underwriter promptly upon demand for all reasonable and detailed
out-of-pocket expenses (including reasonable fees and disbursements of counsel
as stated with particularity) that shall have been incurred by them in
connection with the proposed purchase and sale of the Bonds.

                 11.      Execution in Counterparts.  This Underwriting
Agreement may be executed in any number of counterparts, all of which taken
together shall be one and the same instrument, and any party hereto may execute
this Underwriting Agreement by signing any such counterpart.

                 12.      Notices and Other Actions.  All notices, demands, and
formal actions hereunder will be in writing mailed, telegraphed, telecopied or
delivered to:

                 The Issuer:

                          Mississippi Business Finance Corporation
                          1200 Walter Sillers Building
                          Jackson, Mississippi  39205
                          Attention:  Executive Director





                                       22

<PAGE>   23
                 The Company:

                          Kimberly-Clark Corporation
                          P.O. Box 619100
                          Dallas, Texas  75261-9100
                          Attention:  Treasurer

                 The Underwriter:

                          Goldman, Sachs & Co.
                          85 Broad Street
                          New York, New York  10004
                          Attention:  Municipal Bond Department


                 13.      Successors.  This Underwriting Agreement will inure
to the benefit of and be binding upon the parties and their successors, and
will not confer any rights upon any other person.

                 14.      Applicable Law.  This Underwriting Agreement shall be
governed by, and interpreted under, the laws of the State of New York;
provided, however, that the rights, duties and obligations of the Issuer shall
be governed by the laws of the State of Mississippi.

                 15.      Representations and Indemnities to Survive.  The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriter set forth in
or made pursuant to this Underwriting Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the
Underwriter, the Issuer or the Company or any of the officers, directors or
controlling persons referred to in Section 7 hereof, and will survive delivery
of and payment for the Bonds.  The provisions of Sections 7, 9 and 10 hereof
shall survive the termination or cancellation of this Underwriting Agreement.





                                       23

<PAGE>   24
                 IN WITNESS WHEREOF, the Issuer, the Company and the
Underwriter, intending to be legally bound, have caused their duly authorized
representatives to execute and deliver this Underwriting Agreement as of the
date first written above.


                                        MISSISSIPPI BUSINESS FINANCE
                                        CORPORATION


                                        By: __________________________
                                            Executive Director



                                        KIMBERLY-CLARK CORPORATION


                                        By: __________________________




                                        GOLDMAN, SACHS & CO.


                                        ______________________________





                                       24



<PAGE>   1
                                                                     EXHIBIT 4.3
________________________________________________________________________________
________________________________________________________________________________





                    MISSISSIPPI BUSINESS FINANCE CORPORATION


   
                      and, for certain limited purposes,

                          KIMBERLY-CLARK CORPORATION
    

                                       to





                  BANK OF AMERICA TEXAS, NATIONAL ASSOCIATION
                                   as Trustee





                                TRUST INDENTURE





                        Dated as of ___________ 1, 1994





________________________________________________________________________________
________________________________________________________________________________

           Securing Industrial Development Revenue Bonds, Series 1994
                      (Kimberly-Clark Corporation Project)


<PAGE>   2
                             CROSS REFERENCE SHEET*
                       BETWEEN CERTAIN PROVISIONS OF THE
                    TRUST INDENTURE ACT OF 1939, AS AMENDED,
                        AND INDENTURE DATED ______, 1994


         Relevant                                     Section in which 
         Trust Indenture                              Reflected in the 
         Act Section                                  Indenture        
         ------------------------------------------------------------- 
         310(a)                                       10.02 and 10.18       
         310(b)                                       10.11, 10.12 and 10.13
         310(c)                                       Not Applicable        
         311(a)                                       10.20(a)              
         311(b)                                       10.20(b)              
         311(c)                                       Not Applicable        
         312(a)                                       10.21(a)              
         312(b)                                       10.21(b)              
         312(c)                                       10.21(c)              
         313(a)                                       10.23(a)              
         313(b)                                       10.23(b)              
         313(c)                                       10.23(c)              
         313(d)                                       10.23(d)              
         314(a)                                       10.24(a)              
         314(b)                                       10.24(b)              
         314(c)(1)                                    10.22(a)              
         314(c)(2)                                    10.22(a)              
         314(c)(3)                                    Not Applicable        
         314(d)                                       10.24(c)              
         314(e)                                       10.22(b)              
         314(f)                                       Not Applicable        
         315(a)                                       10.03(c)              
         315(b)                                       10.06                 
         315(c)                                       10.07                 
         315(d)                                       10.04                 
         315(e)                                       10.05(b)              
         316(a)(1)(A)                                 9.06                  
         316(a)(1)(B)                                 9.03(b)               
         316(a)(2)                                    Not Applicable        
         316(b)                                       9.07                  
         317(a)                                       9.04                  
         317(b)                                       8.02                  
         318(a)                                       14.14                 

         ------------------
         * This cross reference sheet is not part of the Indenture.
                                                                            

<PAGE>   3
                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

         RECITALS...............................................................
         FORM OF SERIES 1994 BOND...............................................
         FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION........................
         FORM OF ASSIGNMENT.....................................................
         GRANTING CLAUSE........................................................
         HABENDUM...............................................................

                                   ARTICLE I

                                  DEFINITIONS

         Definitions............................................................

                                   ARTICLE II


                                   THE BONDS

         Section 2.01.    Amounts and Terms - Series 1994 Bonds
                            and Other Series....................................
         Section 2.02.    Interest Accrual......................................
         Section 2.03.    Registered Bonds Required; Bond Registrar
                            and Bond Register...................................
         Section 2.04.    Registration, Transfer and Exchange...................
         Section 2.05.    Execution.............................................
         Section 2.06.    Authentication........................................
         Section 2.07.    Payment of Principal and Interest; Interest
                            Rights Preserved....................................
         Section 2.08.    Persons Deemed Owners.................................
         Section 2.09.    Mutilated, Destroyed, Lost or Stolen
                            Bonds...............................................
         Section 2.10.    Temporary Bonds.......................................
         Section 2.11.    Cancellation and Destruction of Surrendered
                            Bonds...............................................
         Section 2.12.    Book-Entry Only System................................

                                  ARTICLE III

                                 ISSUE OF BONDS

         Section 3.01.    Issue of Series 1994 Bonds............................
         Section 3.02.    Issue of Additional Bonds.............................
         Section 3.03.    Disposition of Proceeds of Bonds......................


<PAGE>   4
                                   ARTICLE IV

                              PROJECT CONSTRUCTION

         Section 4.01.    Establishment of Construction Fund ...................
         Section 4.02.    Payments from Construction Fund ......................
         Section 4.03.    Procedure Upon Completion of Project .................

                                   ARTICLE V

                        REVENUES AND APPLICATION THEREOF

         Section 5.01.    Revenues to Be Paid Over to Trustee ..................
         Section 5.02.    Bond Fund ............................................
         Section 5.03.    Sinking Funds ........................................
         Section 5.04.    Revenues to Be Held for All Bondholders; .............
                            Certain Exceptions  ................................

                                   ARTICLE VI

                SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS

         Section 6.01.    Deposits and Security Therefor .......................
         Section 6.02.    Investment or Deposit of Funds .......................

                                  ARTICLE VII

                              REDEMPTION OF BONDS

         Section 7.01.    Bonds Subject to Redemption; Selection of
                            Bonds to be Called for Redemption ..................
         Section 7.02.    Notice of Redemption  ................................
         Section 7.03.    Payment of Redemption Price ..........................
         Section 7.04.    Bonds Redeemed in Part ...............................
         Section 7.05.    Bond Redemption Fund for Refunding
                            Issues  ............................................

                                  ARTICLE VIII

                            COVENANTS OF THE ISSUER

         Section 8.01.    Power and Authority of the Issuer ....................
         Section 8.02.    Payment of Principal of and Premium, if
                            any, and Interest on the Bonds;
                            Appointment of Paying Agent ........................
         Section 8.03.    Corporate Existence; Compliance with
                            Laws
         Section 8.04.    Enforcement of Agreement; Prohibition
                            Against Amendments; Notice of Default
         Section 8.05.    Further Assurances  ..................................
         Section 8.06.    Financing Statements  ................................
   
         Section 8.07.    Authorized Officers   ................................
    




                                     (ii)

<PAGE>   5
                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

         Section 9.01.    Events of Default Defined ............................
         Section 9.02.    Acceleration and Annulment Thereof ...................
         Section 9.03.    Other Remedies .......................................
         Section 9.04.    Legal Proceedings by Trustee  ........................
         Section 9.05.    Discontinuance of Proceedings by Trustee .............
         Section 9.06.    Bondholders May Direct Proceedings  ..................
         Section 9.07.    Limitations on Actions by Bondholders ................
         Section 9.08.    Trustee May Enforce Rights Without                    
                            Possession of Bonds ................................
         Section 9.09.    Delays and Omissions Not to Impair Rights ............
         Section 9.10.    Application of Moneys in Event of Default ............
         Section 9.11.    Trustee and Bondholders Entitled to All               
                            Remedies, Under Act; Remedies Not                   
                            Exclusive ..........................................
         Section 9.12.    Trustee's Right to Receiver ..........................
                                                                                
                                   ARTICLE X                                    
                                                                                
                                  THE TRUSTEE                                   
                                                                                
         Section 10.01.   Acceptance of Trust ..................................
         Section 10.02.   Qualification of the Trustee  ........................
         Section 10.03.   Responsibilities  ....................................
         Section 10.04.   Trustee May Act Through Agents; Answerable            
                            Only for Willful Misconduct or                      
                            Negligence  ........................................
         Section 10.05.   Compensation and Indemnity  ..........................
         Section 10.06.   Notice of Default; Right to Investigate...............
         Section 10.07.   Obligation to Act on Defaults ........................
         Section 10.08.   Reliance on Requisition, Counsel, etc. ...............
         Section 10.09.   Trustee May Own Bonds ................................
         Section 10.10.   Construction of Ambiguous Provisions  ................
         Section 10.11.   Disqualification; Conflicting Interest ...............
         Section 10.12.   Resignation of Trustee ...............................
         Section 10.13.   Removal of Trustee  ..................................
         Section 10.14.   Appointment of Successor Trustee .....................
         Section 10.15.   Qualification of Successor  ..........................
         Section 10.16.   Instruments of Succession ............................
         Section 10.17.   Merger of Trustee ....................................
         Section 10.18.   Appointment of Co-Trustee ............................
         Section 10.19.   Intervention of Trustee ..............................
         Section 10.20.   Preferential Collection of Claims Against             
                            Company ............................................
         Section 10.21.   Company to Furnish Trustees Certain                   
                            Information; Preservation of Information;           
                            Communication to Bondholders .......................
         Section 10.22.   Compliance Certificates and Opinions  ................
         Section 10.23.   Reports by Trustee  ..................................
         Section 10.24.   Reports of Company  ..................................
   
         Section 10.25.   Debenture Transfer Restriction .......................
    



                                    (iii)

<PAGE>   6
                                   ARTICLE XI

              ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

         Section 11.01.   Acts of Bondholders; Evidence of
                            Ownership ..........................................
         Section 11.02.   Voting of Debentures  ................................
                                                                                
                                  ARTICLE XII                                   
                                                                                
                           AMENDMENTS AND SUPPLEMENTS                           
                                                                                
         Section 12.01.   Amendments and Supplements Without                    
                            Bondholders Consent ................................
         Section 12.02.   Amendments with Bondholders' Consent .................
         Section 12.03.   Amendment of Agreement ...............................
         Section 12.04.   Trustee Authorized to Join in Amendments              
                            and Supplements; Reliance on Counsel ...............
                                                                                
                                  ARTICLE XIII                                  
                                                                                
                                   DEFEASANCE                                   
                                                                                
         Section 13.01.   Defeasance  ..........................................
                                                                                
                                  ARTICLE XIV                                   
                                                                                
                            MISCELLANEOUS PROVISIONS                            
                                                                                
         Section 14.01.   No personal Recourse  ................................
         Section 14.02.   Deposit of Funds for Payment of Bonds ................
         Section 14.03.   No Rights Conferred on Others ........................
         Section 14.04.   Illegal, etc. Provisions Disregarded  ................
         Section 14.05.   Substitute Notice ....................................
         Section 14.06.   Notices to Trustee and Issuer ........................
         Section 14.07.   Successors and Assigns................................
         Section 14.08.   Headings for Convenience Only ........................
         Section 14.09.   Counterparts  ........................................
         Section 14.10.   Information Under Commercial Code ....................
         Section 14.11.   Credits on Debentures ................................
         Section 14.12.   Payments Due on Saturdays, Sundays and                
                            Holidays  ..........................................
         Section 14.13.   Applicable Law .......................................
         Section 14.14.   Conflict with the Trust Indenture Act ................
                                                                                
         EXECUTION .............................................................
                                                                                
         ACKNOWLEDGMENTS .......................................................
                                                                                
         Exhibit A.  Letter of Representations .................................
         Exhibit B.  Form of Requisition .......................................
                                                                                



                                     (iv)

<PAGE>   7
   
         TRUST INDENTURE dated as of ____________ 1, 1994, among the
MISSISSIPPI BUSINESS FINANCE CORPORATION (the "Issuer"), a public corporation,
BANK OF AMERICA TEXAS, NATIONAL ASSOCIATION, as Trustee (the "Trustee"), a
national banking association organized and existing under the laws of the
United States of America, having its principal corporate trust office in
Dallas, Texas, and, for certain limited purposes, KIMBERLY-CLARK CORPORATION, a
Delaware corporation (the "Company").
    

                                  BACKGROUND:
   
         A.  In furtherance of the statutory purposes of Section 57-10-401, et.
seq., Mississippi Code of 1972, as amended (the "Act"), the Issuer has entered
into an Industrial Development Financing Agreement dated as of ____________ 1,
1994 (the "Agreement") with the Company providing for the financing by the
Issuer of a project (the "Project") consisting of the acquisition and
construction of certain manufacturing facilities described in Schedule A of the
Agreement and located in Alcorn County, Mississippi.  The Issuer has found that
the financing of the Project will promote the public purposes of the Act by
maintaining and creating job opportunities.
    

         B.  The Agreement provides that to finance the Project, the Issuer
will issue and sell its Industrial Development Revenue Bonds, Series 1994
(Kimberly-Clark Corporation Project), and will loan the proceeds thereof to the
Company to be repaid at the same time and in the same amounts as payments of
the debt service on the Series 1994 Bonds together with redemption premiums, if
any.

         C.  To provide the funds needed for the acquisition and construction
of the Project, the Issuer has duly authorized the issuance and sale of
Industrial Development Revenue Bonds (Kimberly-Clark Corporation Project),
Series 1994 in the aggregate principal amount of $40,000,000 (the "Series 1994
Bonds").

         D.  The execution and delivery of this Trust Indenture (the
"Indenture") have been in all respects duly and validly authorized by a
resolution duly enacted by the Board of Directors of the Issuer, a duly
certified copy of which has been delivered to the Trustee.

         E.  The Series 1994 Bonds are to be in substantially the following
form:







<PAGE>   8
                           {FORM OF SERIES 1994 BOND}

         No. R-
         $........

                                 {TEXT OF FACE}

                            UNITED STATES OF AMERICA

                              STATE OF MISSISSIPPI

                    MISSISSIPPI BUSINESS FINANCE CORPORATION

                      INDUSTRIAL DEVELOPMENT REVENUE BONDS
                      (Kimberly-Clark Corporation Project)
                                  SERIES 1994


Interest Rate       Maturity Date       Original Date           CUSIP
- -------------       -------------       -------------           -----
                                                               
______________      _____________       _________ 1, 1994       ________


                          {NAME OF REGISTERED OWNER}
- --------------------------------------------------------------------------------
Principal Sum:                                                           DOLLARS
- --------------------------------------------------------------------------------

         MISSISSIPPI BUSINESS FINANCE CORPORATION (the "Issuer"), a public
corporation of the State of Mississippi, duly organized and existing under the
Constitution and laws of the State of Mississippi, for value received, hereby
promises to pay (but only out of the sources hereinafter mentioned) to the
registered owner hereof, or registered assigns, on the Maturity Date of
_______________ {IF THE BOND HAS A TERM TO MATURITY IN EXCESS OF TEN YEARS, THE
FOLLOWING MAY BE INSERTED: unless this Bond shall have been duly called for
previous redemption in whole or in part}, upon surrender hereof, the principal
sum as specified above and to pay to the registered owner hereof (but only out
of the sources hereinafter mentioned) interest thereon at the Interest Rate
shown above until payment of said principal sum has been made or provided for,
on each _____________ 1 and __________ 1 commencing on the first such interest
payment date after the date hereof, and, to the extent permitted by law, to pay
interest on overdue interest at the same rate per annum.  The interest so
payable, and punctually paid or duly provided for, on any interest payment date
will, as provided in the Indenture referred to below, be paid to the person in
whose name this Bond is registered at the close of business on the Regular
Record Date for such interest, which shall be the fifteenth day (whether or not
a business day) of the calendar month next preceding such interest payment
date.  Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered owner on such





                                       2

<PAGE>   9
Regular Record Date, and may be paid to the person in whose name this Bond is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustees, for which notice whereof
shall be given to Bondholders not less than 10 days prior to such Special
Record Date, or may be paid, at any time in any other lawful manner, all as
more fully provided in said Indenture.  Principal and interest shall be paid at
the principal corporate trust office of Bank of America Texas, National
Association, Dallas, Texas or Los Angeles, California, or at the duly
designated office of any duly appointed alternate or successor paying agent, in
any coin or currency of the United States of America which, at the time of
payment, is legal tender for the payment of public and private debts, provided
that interest may be paid by check or draft drawn upon any such paying agent
and mailed to the person entitled thereto at his address as it appears on the
Bond registry books of the Issuer maintained by the Trustee.

         This Bond is one of a duly authorized series (the "Series 1994 Bonds")
limited in aggregate principal amount to $40,000,000 executed under a Trust
Indenture dated as of _________ 1, 1994 (the "Indenture") between the Issuer
and Bank of America Texas, National Association, as Trustee (the "Trustee"), to
accomplish the public purposes of Section 57-10-401, et. seq., Mississippi Code
of 1972, as amended (the "Act") by aiding in the financing of a project
consisting of the acquisition and construction of certain manufacturing
facilities located in Alcorn County, Mississippi (the "Project") to be owned by
Kimberly-Clark Corporation (the "Company"), a Delaware corporation.

         This Bond shall be a limited obligation of the Issuer and shall not
constitute a debt, liability or general obligation of the State of Mississippi
or any political subdivision thereof (other than the Issuer), or a pledge of
the faith and credit of the State of Mississippi or any political subdivision
thereof (other than the Issuer).  Neither the State of Mississippi nor any
other political subdivision thereof shall be obligated to pay the principal,
premium, if any, or interest on this Bond or other costs incident thereto
except from the revenue or money pledged by the Issuer under the Indenture.
Neither the faith and credit nor the taxing power of the State of Mississippi
or any political subdivision thereof is pledged to the payment of the principal
of, premium, if any, or the interest on, this Bond.

         If the Issuer deposits or causes to be deposited with the Trustee
funds sufficient to pay the principal or any redemption price of any Bonds
becoming due at maturity, by call for redemption, if applicable, or otherwise,
together with the premium, if any, and interest accrued to the due date,
interest on such Bonds will cease to accrue on the due date, and thereafter the
owners will be




                                       3

<PAGE>   10
restricted to the funds so deposited as provided in the Indenture.

         If an Event of Default as defined in the Indenture occurs, the
principal of all Bonds issued under the Indenture may be declared due and
payable upon the conditions and in the manner and with the effect provided in
the Indenture.

         No recourse shall be had for the payment of the principal or any
redemption price of, or premium, if any, or interest on, this Bond, or for any
claim based hereon or on the Indenture, against any member, officer, agent or
employee, past, present or future, of the Issuer or of any successor body, as
such, either directly or through the Issuer or any such successor body, under
any constitutional provision, statute or rule of law, or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise.

         {IF THE BOND HAS A TERM TO MATURITY IN EXCESS OF TEN YEARS, THE
FOLLOWING MAY BE INSERTED: THIS BOND IS SUBJECT TO REDEMPTION PRIOR TO MATURITY
AS DESCRIBED ON THE REVERSE SIDE HEREOF.}

         This Bond is not valid unless the Trustee's Certificate of
Authentication endorsed hereon is duly executed.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE SIDE HEREOF WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS IF SET FORTH IN FULL HEREIN.

         IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in
its name by the manual or facsimile signature of the Executive Director or
President of the Issuer and its corporate seal or a facsimile thereof to be
affixed, imprinted, lithographed or reproduced hereon and attested to by the
manual or facsimile signature of its Secretary.

                                        MISSISSIPPI BUSINESS FINANCE
                                          CORPORATION


{SEAL}
                                          By:___________________________
                                             Executive Director

Attest:______________________
       Secretary

                               {TEXT OF REVERSE}

         The Series 1994 Bonds are payable solely from payments to be made by
the Company on its ____% Debenture (the "Series 1994 Debenture") delivered to
the Trustee pursuant to an Industrial Development Financing Agreement between
the Issuer and the





                                       4

<PAGE>   11
Company (the "Agreement") and from any other moneys held by the Trustee under
the Indenture for such purpose, and there shall be no other recourse against
the Issuer or any other property now or hereafter owned by it.  Under the
Agreement, no mortgage lien or security interest in the Project has been or
will be created in favor of the Trustee or owners of the Series 1994 Bonds.
The Issuer has assigned to the Trustee all rights of the Issuer under the
Agreement, the Series 1994 Debenture and any other debenture which may be
issued in connection with the issuance of Additional Bonds (the Series 1994
Debenture and such other debentures so issued are referred to collectively as
the "Debentures") except the Issuer's rights to payment of expenses and
indemnification.  Except as otherwise specified in the Indenture, this Bond is
entitled to the benefits of the Indenture equally and ratably as to principal
(and any redemption price), premium, if any, and interest with all other Bonds
issued and to be issued under the Indenture, to which reference is made for a
description of the security pledged for payment of the Bonds; the rights of the
owners of the Bonds; the rights and obligations of the Issuer; the rights,
duties and obligations of the Trustee; the provisions relating to amendments to
and modifications of the Indenture; and the terms and conditions upon which
additional Bonds may be issued thereunder.  Such additional Bonds may be issued
by the Issuer to finance additional facilities under the Agreement and to
refund all or any part of the Series 1994 Bonds.  The owner of this Bond shall
have no right to enforce the provisions of the Indenture, the Debentures or the
Agreement or institute action to enforce the covenants thereof or rights or
remedies thereunder except as provided in the Indenture.

         {IF THE BOND HAS A TERM TO MATURITY IN EXCESS OF TEN YEARS, THE
FOLLOWING MAY BE INSERTED: Optional Redemption in Whole or in Part.  The Series
1994 Bonds are subject to redemption prior to maturity by the Issuer at the
request of the Company, in whole or in part, on any date on or after
______________, from the Bond Fund established under the Indenture and from
moneys otherwise available for such purpose, and if in part by lot.  Such
redemptions are to be made at the applicable redemption price shown below as a
percentage of the principal amount thereof, plus interest accrued to the
redemption date:

         If redeemed during the 12-month period beginning ________ 1 of the
years indicated,

                                                       Optional
                Year                               Redemption Price
                ----                               ----------------
                                                               %








                                       5

<PAGE>   12
                                                                 Optional
                           Year                             Redemption Price
                           ----                             ----------------





                                                             
         Any redemption under the preceding paragraph shall be made as provided
in the Indenture upon not more than 60 days nor less than 30 days' notice to
the Bondholders.  Notice of the call for any such redemption, identifying the
Bonds to be redeemed, will be given by mailing copies of such notice to the
registered owners of Bonds to be redeemed at their addresses as they appear on
the registry books maintained by the Trustee.  Failure to give such notice
shall not affect the redemption of Bonds notice of redemption of which has been
provided in accordance with the Indenture.  All Bonds so called for redemption
will cease to bear interest on the specified redemption date provided funds for
their redemption price and any accrued interest payable on the redemption date
are on deposit at the principal place of payment at that time.}

         Any moneys deposited and held by the Trustee for the benefit of
claimants, if any, for four years after the date on which they were so
deposited shall be repaid to the Company, and the payment of such Bonds shall,
subject to applicable statutes of limitation, remain the obligation of the
Company.

         This Bond is transferable by the registered owner hereof or his duly
authorized attorney at the principal corporate trust office of the Trustee,
upon surrender of this Bond, accompanied by a duly executed instrument of
transfer in form and with guaranty of signature satisfactory to the Trustee,
subject to such reasonable regulations as the Issuer or the Trustee may
prescribe, and upon payment of any taxes or other governmental charges incident
to such transfer.  Upon any such transfer a new registered Bond of the same
maturity and in the same aggregate principal amount will be issued to the
transferee.  The person in whose name this Bond is registered shall be deemed
the owner hereof for all purposes, and the Issuer and the Trustee shall not be
affected by any notice to the contrary.

         In any case where the date of maturity of interest on or principal of
the Bonds or any date fixed for redemption of any Bonds shall be a Saturday or
Sunday or a legal holiday or a day on which banking institutions in the city of
payment are authorized by law to close, then payment of interest or principal
or any redemption price need not be made on such date but may be made on the 
next succeeding business day with the same force and





                                       6

<PAGE>   13
effect as if made on the date of maturity or the date fixed for any redemption
and interest shall cease to accrue as of such date.


               {FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION}

Date of Authentication _______________

        This Bond is one of the Bonds, of the Series designated herein,
described in the within-mentioned Indenture.  Printed on the reverse hereof is  
the complete text of the opinion of bond counsel, Watkins Ludlam & Stennis, a
signed copy of which, dated the date of original issuance of such Bonds, is on
file with the undersigned.

                                        BANK OF AMERICA TEXAS, NATIONAL
                                         ASSOCIATION, Trustee



                                        By______________________________________
                                          Authorized Representative or Agent


                                 ABBREVIATIONS

        The following abbreviations, when used in the Inscription on the face
of this Bond, shall be construed as though they were written out in full
according to applicable laws or regulations.

        TEN COM  -       as tenants in common

        TEN ENT  -       as tenants by the entireties

        JT TEN   -       as joint tenants with right of survivorship and not as
                         tenants in common

        UNIF GIFT MIN ACT     -         Custodian
             ...............................
             (Cust)                (Minor)
             under Uniform Gifts to Minors
             Act............................
                        (State)

        Additional abbreviations may also be used though not in the above list.


                             {FORM OF ASSIGNMENT}

        For value received, the undersigned hereby sells, assigns and transfers
unto _____________________ the within Bond of the Mississippi Business Finance
Corporation and all rights





                                       7

<PAGE>   14
thereunder, and hereby irrevocably constitutes and appoints ______________
_____________________ attorney to transfer the said Bond on the Bond Register,
with full power of substitution in the premises.


Dated:  __________________

                                        ________________________________________

Signature Guaranteed:


__________________________

Participant in a Recognized Signature
Guaranty Medallion Program


_____________________________________
By:


         NOTICE:  The Assignor's signature to this assignment must correspond
with the name as it appears upon the face of the within Bond in every
particular without alteration or any change whatever.



                    REGISTRATION AND VALIDATION CERTIFICATE

         The Bonds of which this Bond is one have been validated and confirmed
by decree of the Chancery Court of the First Judicial District of Hinds County,
Mississippi, rendered on the ____ day of ________, 1994


                                        MISSISSIPPI BUSINESS FINANCE
                                         CORPORATION


(SEAL)
                                        By:_____________________________________
                                           Secretary


                               {END OF BOND FORM}

F.  To evidence its obligation to repay the loan, the Company has delivered to
the Trustee its ___________ Debenture, Series 1994, in the principal amount of
$40,000,000 (the "Series 1994 Debenture").





                                       8

<PAGE>   15
G.  The execution and delivery of the Series 1994 Bonds and of this Indenture
have been validly authorized by a resolution duly enacted by the Board of
Directors of the Issuer and all things necessary to make the Series 1994 Bonds,
when executed by the Issuer and authenticated by the Trustee, valid and binding
legal obligations of the Issuer and to make this Indenture a valid and binding
agreement have been done.

   
H. The Company has endorsed and joined in the execution of this Indenture for
the limited purpose set forth on the signature page hereof.
    

NOW, THEREFORE, THIS INDENTURE WITNESSETH, that to provide for the payment of
principal of all Bonds issued and outstanding under this Indenture, together
with premium, if any, and interest thereon, the rights of the Bondholders and
the performance of the covenants contained in said Bonds and herein, the Issuer
has caused the Company to deliver the Series 1994 Debenture to the Trustee and
does hereby sell, assign, transfer, set over and pledge unto, and grant a
security interest in, BANK OF AMERICA TEXAS, NATIONAL ASSOCIATION, Trustee, its
successors in trust and its assigns forever, all of the right, title and
interest of the Issuer in, to and under the Series 1994 Debenture and any other
Debentures as hereinafter defined, the Revenues hereinafter defined and the
Agreement and all moneys payable thereunder to the extent that the funds relate
to Bonds issued under this Indenture (except the Issuer's rights under Sections
5.4, 5.5 and 5.7 of the Agreement).

TO HAVE AND TO HOLD in trust, nevertheless, for the equal and ratable benefit
and security of all present and future owners of the Bonds issued and to be
issued under this Indenture, without preference, priority or distinction as to
lien or otherwise (except as herein expressly provided), of any one Bond over
any other Bond upon the terms and subject to the conditions hereinafter set
forth.


                                   ARTICLE I.

                                  DEFINITIONS

In this Indenture and any indenture supplemental hereto (except as otherwise
expressly provided or unless the context otherwise requires) the singular
includes the plural, the masculine includes the feminine, and the following
terms shall have the meanings specified in the foregoing recitals:

                 Act                               Issuer
                 Agreement                         Project
                 Company                           Series 1994 Debenture

         In addition, the following terms shall have the meanings specified in
this Article, unless the context otherwise requires:





                                       9

<PAGE>   16
         "Authorized Newspaper" means theBond Buyer, or its successor, and if
the Bond Buyer or its successor is no longer in business, then in a newspaper
of general circulation in the Borough of Manhattan, City and County of New
York.

         "Bond" or "Bonds" means any bond or bonds authenticated and delivered
under this Indenture; "Series 1994 Bonds" means the Industrial Development
Revenue Bonds, Series 1994 (Kimberly-Clark Corporation Project).

         "Bondholder" or "holder of Bonds" or "owner of Bonds" means the
registered owner of any Bond as of the applicable date of determination.

         "Bond Fund" means the fund so designated which is established pursuant
to Section 5.02 hereof.

         "Bond Register" and "Bond Registrar," in respect of a particular
Series of Bonds, have the respective meanings specified in Section 2.03.

         "Certified Resolution" means a copy of one or more resolutions
certified by the Secretary of the Issuer, under its seal, to have been duly
adopted by the Board of Directors of the Issuer and to be in effect on the date
of such certification.

         "Construction Fund" means the fund so designated which is established
pursuant to Section 4.01 hereof.

         "Cost" or "Costs" means any cost in respect of the Project permitted
under the Act.  Without limiting the generality of the foregoing, such costs
may include: (i) capitalized interest, (ii) amounts payable to contractors and
suppliers (including fees for designing the Project where the designs are
provided by the contractor or supplier); (iii) costs of labor, services,
materials, supplies and equipment furnished by the Company (including shipping
costs); (iv) architectural, engineering, legal and other professional fees; and
(v) costs of financing, including underwriting, legal, accounting, rating
agency, registration and other similar fees and expenses, as well as bond
discount and interest on the Bonds during acquisition and construction to the
extent permitted by the Act.

         "Counsel" means an attorney at law or law firm, who may be counsel for
the Issuer or the Company, satisfactory to the Trustee.

         "Debenture Indenture" means that certain First Amended and Restated
Indenture from the Company to Bank of America National Trust and Savings
Association, dated as of March 1, 1988, as the same has been or may be amended
or supplemented from time to





                                       10

<PAGE>   17
time, including as amended by a First Supplemental Indenture dated November 6,
1992 and a Second Supplemental Indenture dated       , 1994.

         "Debentures" means the Series 1994 Debenture and any other debentures
issued pursuant to the Debenture Indenture for the benefit of the Issuer or the
Trustee in order to secure the payment of the principal of, premium, if any,
and interest on the Bonds.

         "Debenture Trustee" means Bank of America National Trust and Savings
Association, as trustee under the Debenture Indenture, its successors and
assigns.

         "Event of Default" means any of the events described in Section 9.01
hereof.

         "Indenture" means this Indenture as amended or supplemented at the
time in question.

         "Interest Payment Date" in respect of a particular Series of Bonds,
means the stated maturity date of an installment of interest on the Bonds of
such Series.

         "Outstanding" in connection with Bonds (or a series of Bonds) means,
as of the time in question, all Bonds (or all Bonds of such series)
authenticated and delivered under this Indenture, except:

                 A.  Bonds theretofore cancelled or required to be cancelled
         under Section 2.11 hereof;

                 B.  Bonds for the payment or redemption of which the necessary
         amount shall have been or shall concurrently be deposited with the
         Trustee or for which provision for the payment of which shall have
         been made in accordance with Section 13.01 hereof; provided that, if
         such Bonds are being redeemed prior to maturity, the required notice
         of redemption shall have been given or provisions satisfactory to the
         Trustee shall have been made therefor;

                 C.  Bonds in substitution for which other Bonds have been
         authenticated and delivered pursuant to Article II hereof; and

                 D.  For purposes of any consent or other action to be taken by
         the owners of two-thirds or a specified percentage of Bonds hereunder
         or under the Agreement, Bonds held by or for the account of the
         Issuer, the Company or any person controlling, controlled by or under
         common control with any of them.





                                       11

<PAGE>   18
         "Paying Agent" means, in respect of a particular Series of Bonds, the
person or persons authorized by the Issuer to pay the principal of, premium, if
any, or interest on, such Bonds on behalf of the Issuer.

         "Regular Record Date" means, in respect of a particular Series of
Bonds, the fifteenth day (whether or not a business day) of the calendar month
next preceding each Interest Payment Date.

         "Revenues" means (i) all amounts payable by the Company in respect of
the Series 1994 Debenture and any other Debentures which may be delivered to
the Trustee, and other moneys paid to the Trustee under the Agreement, (ii) any
proceeds of Bonds originally deposited with the Trustee for the payment of
accrued or capitalized interest on the Bonds or moneys remaining in the
Construction Fund following certification of completion of the Project, and
(iii) investment income in respect of any moneys held by the Trustee.

         "Special Record Date" means, in respect of a particular Series of
Bonds, such date as may be fixed for the payment of defaulted interest in
accordance with Section 2.07.

         "Trustee" means Bank of America Texas, National Association, and its
successor for the time being in the trust hereunder and any Co-Trustee
appointed in accordance with Section 10.18 of this Indenture.

         The words "hereof", "herein", "hereto", "hereby" and "hereunder"
(except in the form of Bond) refer to the entire Indenture.

         Every "request", "order", "demand", "application", "appointment",
"notice", "statement", "certificate", "consent" or similar action hereunder by
the Issuer shall, unless the form thereof is specifically provided, be in
writing signed by the Executive Director and the Secretary of the Issuer.



                                  ARTICLE II.

                                   THE BONDS

         Section 2.01.  Amounts and Terms - Series 1994 Bonds and Other Series.
Except as provided in Section 2.09 hereof, the Series 1994 Bonds shall be
limited to $40,000,000 in aggregate principal amount, and shall contain
substantially the terms recited in the form of Series 1994 Bond above.  Other
series of Bonds ranking as to source of payment equally and ratably with the
Series 1994 Bonds may be issued pursuant to Section 3.02 hereof in such
aggregate principal amounts and may contain such





                                       12

<PAGE>   19
terms and be in such form, not contrary to the Agreement, the Act or this
Indenture, as may be determined by the Issuer and expressed in such Bonds. All
Bonds shall provide that principal or redemption price, premium, if any, and
interest in respect thereof shall be payable only out of the Revenues.  The
Series 1994 Bonds shall be limited obligations of the Issuer and shall not
constitute debts, liabilities or general obligations of the State of
Mississippi or any political subdivision thereof (other than the Issuer), or a
pledge of the faith and credit of the State of Mississippi or any political
subdivision thereof (other than the Issuer).  Neither the State of Mississippi,
nor any other political subdivision thereof, shall be obligated to pay the
principal of, premium, if any, or interest on the Series 1994 Bonds or other
costs incident thereto except from the revenue or money pledged by the Issuer
under the Indenture.  Neither the faith and credit nor the taxing power of the
State of Mississippi or any political subdivision thereof is pledged to the
payment of the principal of, premium, if any, or the interest on, the Series
1994 Bonds.  The Issuer may cause a copy of the text of the opinion of
recognized bond counsel to be printed on any of its Bonds, and, upon request of
the Issuer and deposit with the Trustee of an executed counterpart of such
opinion, the Trustee shall certify to the correctness of the copy appearing on
the Bonds by manual or facsimile signature.  The Series 1994 Bonds shall be
issued only as fully registered Bonds without coupons, in the denomination of
$1,000 or any integral multiple thereof.  Pursuant to the recommendations
promulgated by the Committee on Uniform Security Identification Procedures,
"CUSIP" numbers may be printed on the Bonds.  The Bonds may bear such other
endorsement or legend not unsatisfactory to the Trustee as may be required to
conform to usage or law with respect thereto.

         The Series 1994 Bonds shall mature ____________ and shall bear
interest at the rate of _________ per annum based on a 360 day year having
twelve thirty day months, payable ___________ 1 and __________ 1 of each year
until maturity, commencing ______________.

         Section 2.02.  Interest Accrual.  Bonds issued prior to the first
Interest Payment Date shall be dated ___________, 1994.  Bonds issued on or
subsequent to the first Interest Payment Date with respect thereto shall be
dated as of the Interest Payment Date next preceding the date of authentication
and delivery thereof, unless such date of authentication and delivery shall be
an Interest Payment Date, in which case they shall be dated as of such date of
authentication and delivery; provided, however, that if, as shown by the
records of the Trustee, interest on the Bonds shall be in default, the Bonds
issued in lieu of Bonds surrendered for transfer or exchange shall be dated as
of the date to which interest has been paid in full on the Bonds surrendered.





                                       13

<PAGE>   20
         Section 2.03 Registered Bonds Required; Bond Registrar and Bond
Register.  All Bonds shall be issued in fully-registered form.  The Bonds of a
series shall be registered upon original issuance and upon subsequent transfer
or exchange as provided in this Indenture.  Any supplemental indenture or
Certified Resolution may contain such additional provisions regarding the
registration, transfer and exchange of Bonds of a series as are not
inconsistent with this Indenture.

         The Issuer shall designate, in respect of each series of Bonds, a
person to act as "Bond Registrar" for such series, provided that the Bond
Registrar appointed for any series of Bonds shall be either the Trustee or a
person which would meet the requirements for qualification as a Trustee imposed
by Section 10.15 hereof.  The Issuer hereby appoints the Trustee its Bond
Registrar in respect of the Bonds.  Any other person undertaking to act as Bond
Registrar in respect of a series of Bonds shall first execute a written
agreement, in form satisfactory to the Trustee, to perform the duties of a Bond
Registrar under this Indenture, which agreement shall be filed with the
Trustee.

         The Bond Registrar in respect of each series of Bonds shall act as
registrar and transfer agent for such series.  The Issuer shall cause to be
kept at an office of the Bond Registrar for a series of Bonds a register
(herein sometimes referred to as the "Bond Register") in which, subject to such
reasonable regulations as it or the Bond Registrar may prescribe, the Issuer
shall provide for the registration of the Bonds of such series and for the
registration of transfers of such Bonds.  The Issuer shall cause the Bond
Registrar to designate, by a written notification to the Trustee, a specific
office location (which may be changed from time to time, upon similar
notification) at which the Bond Register is kept.  The principal corporate
trust office of the Trustee shall be deemed to be such office in respect of any
series of Bonds for which the Trustee is acting as Bond Registrar.

         Each Bond Registrar shall, in any case where it is not also the
Trustee, forthwith following each Regular Record Date in respect of the related
series of Bonds and at any other time as reasonably requested by the Trustee,
certify and furnish to the Trustee, and to any Paying Agent for such series as
the Trustee shall specify, the names, addresses, and holdings of Bondholders
and any other relevant information reflected in the Bond Register, and the
Trustee and any such Paying Agent shall for all purposes be fully entitled to
rely upon the information so furnished to it and shall have no liability or
responsibility in connection with the preparation thereof.

         Section 2.04.  Registration, Transfer and Exchange.  As provided in
Section 2.03 hereof, the Issuer shall cause a Bond





                                       14

<PAGE>   21
Register for each series of Bonds to be kept at the designated office of the
Bond Registrar for such series.  Upon surrender for transfer of any Bond at
such office, the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees, one or more new fully
registered Bonds of the same series of authorized denomination for the
aggregate principal amount which the registered owner is entitled to receive.

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

         All Bonds presented for transfer or exchange, redemption or payment
(if so required by the Issuer, the Bond Registrar or the Trustee), shall be
accompanied by a written instrument or instruments of transfer or authorization
for exchange, in form and with guaranty of signature satisfactory to the
Trustee, duly executed by the owner or by his attorney duly authorized in
writing.

         No service charge shall be made for any exchange or transfer of Bonds,
but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto.

         Neither the Issuer nor any Bond Registrar on behalf of the Issuer
shall be required (i) to issue, transfer or exchange any Bond during a period
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption of Bonds selected for redemption under Section 7.02 and
ending at the close of business on the day of such mailing, or (ii) to transfer
or exchange any Bond so selected for redemption in whole or in part.

         New Bonds delivered upon any transfer or exchange shall be valid
obligations of the Issuer, evidencing the same debt as the Bonds surrendered,
shall be secured by this Indenture and entitled to all of the security and
benefits hereof to the same extent as the Bonds surrendered.

         Section 2.05.  Execution.  The Bonds shall be executed by the manual
or facsimile signature of the Executive Director or President of the Issuer,
and the corporate seal of the Issuer or a facsimile thereof shall be affixed,
imprinted, lithographed or reproduced thereon and shall be attested by the
manual or facsimile signature of the Secretary of the Issuer.





                                       15

<PAGE>   22
         Bonds executed as above provided may be issued and shall, upon request
of the Issuer, be authenticated by the Trustee, notwithstanding that any
officer of the Issuer signing such Bonds or whose facsimile signature appears
thereon shall have ceased to hold office at the time of issuance or
authentication or shall not have held office at the date of the Bond.

   
         Section 2.06.  Authentication.  No Bond shall be valid for any purpose
until the certificate of authentication shall have been duly executed by the
Trustee, and such authentication shall be conclusive proof that such Bond has
been duly authenticated and delivered under this Indenture and that the owner
thereof is entitled to the benefit of the trust hereby created.  Prior to such
authentication, the Trustee shall be entitled to receive an officer's
certificate meeting the requirements of Section 10.22, together with an order
of authentication and an appointment of the Trustee as agent of the Issuer.
    

   
         Section 2.07.  Payment of Principal and Interest; Interest Rights
Preserved.  The principal and redemption price of any Bond shall be payable,
upon surrender of such Bond, at such offices or agencies of the Issuer (which
may be those of the Trustee) as are provided for herein or in any Certified
Resolution or supplemental indenture, provided, that if the Bonds are held by a
securities depository, such payment may be made by wire transfer without
immediate surrender of the Bonds.  Interest on any Bond on each Interest 
Payment Date in respect thereof shall be payable at such of those offices or 
agencies as is similarly provided for, provided that, the Issuer may reserve 
the right, at its option, in respect of any series of Bonds, to make payment of 
interest by wire transfer or by check mailed to the address of the person 
entitled thereto as such address shall appear in the Bond Register; provided, 
that if payment is in the form of a check (other than an official bank, 
cashiers or certified check), such check will be mailed no less than ten days 
prior to the date such payment is due.
    

         Interest on any Bond 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 Bond is registered at the close of business on the Regular Record
Date for such interest.

         Any interest on any Bond which is payable, but is not punctually paid
or provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered owner on the
relevant Regular Record Date by virtue of having been such owner, and such
Defaulted Interest shall be paid, pursuant to Section 9.10 hereof, to the
registered owner in whose name the Bond is registered at the close of business
on a Special Record Date to be fixed by the Trustee, such date to be not more
than 15 nor less than 10 days prior to the date of proposed payment.  The
Trustee shall cause notice of the proposed payment of such Defaulted Interest
and the





                                       16

<PAGE>   23
Special Record Date therefor to be mailed, first class postage prepaid, to each
Bondholder, at his address as it appears in the Bond Register, not less than 10
days prior to such Special Record Date, and may, in its discretion, cause a
similar notice to be published once in a newspaper in each place where Bonds of
the relevant series are payable, but such publication shall not be a condition
precedent to the establishment of such Special Record Date.

         Subject to the foregoing provisions of this Section 2.07, each Bond
delivered under this Indenture upon transfer of or exchange for or in lieu of
any other Bond shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Bond.

         Section 2.08.  Persons Deemed Owners.  The Issuer, the Trustee, any
Paying Agent and the Bond Registrar may deem and treat the person in whose name
any Bond is registered as the absolute owner thereof (whether or not such Bond
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or
the Bond Registrar) for the purpose of receiving payment of or on account of
the principal of (and premium, if any, on), and (subject to Section 2.07
hereof) interest on, such Bond, and for all other purposes, and neither the
Issuer, the Trustee, the Paying Agent nor the Bond Registrar shall be affected
by any notice to the contrary.  All such payments so made to any such
registered owner, or upon his order, shall be valid and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable upon any such Bond.

         Section 2.09.  Mutilated, Destroyed, Lost or Stolen Bonds.  If any
Bond shall become mutilated, the Issuer shall execute, and the Trustee shall
thereupon authenticate and deliver, a new Bond of like tenor and denomination
in exchange and substitution for the Bond so mutilated, but only upon surrender
to the Trustee of such mutilated Bond for cancellation, subject to the Issuer,
the Trustee and the Company being furnished such reasonable indemnity as any of
them may require therefor.  If any Bond shall be reported lost, stolen or
destroyed, evidence as to the ownership and the loss, theft or destruction
thereof shall be submitted to the Trustee; and if such evidence shall be
satisfactory to it and such indemnity satisfactory to the Trustee and the
Company shall be given, the Issuer shall execute, and thereupon the Trustee
shall authenticate and deliver, a new Bond of like tenor and denomination as
the original Bond, but carrying such additional marking as will enable the
Trustee to identify such Bond as a replacement Bond.  The cost of providing any
substitute Bond under the provisions of this Section shall be borne by the
Bondholder for whose benefit such substitute Bond is provided.  If any such
mutilated, lost, stolen or destroyed Bond shall have





                                       17

<PAGE>   24
matured or be about to mature, the Trustee shall pay to the owner the principal
amount of such Bond upon the maturity thereof and the compliance with the
aforesaid conditions by such owner, without the issuance of a substitute Bond
therefor.

         Every substituted Bond issued pursuant to this Section 2.09 shall
constitute an additional contractual obligation of the Issuer, whether or not
the Bond alleged to have been destroyed, lost or stolen 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 Bonds duly issued
hereunder.

         All Bonds shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or investment or other securities without their
surrender.

         Section 2.10.  Temporary Bonds.  Pending preparation of definitive
Bonds of any series, or by agreement with the purchasers of all Bonds of any
series, the Issuer may issue and, upon its request, the Trustee shall
authenticate in lieu of definitive Bonds one or more temporary printed or
typewritten Bonds in denominations of $1,000 or integral multiples thereof of
substantially the tenor recited above.  Upon request of the Issuer, the Trustee
shall authenticate definitive Bonds in exchange for and upon surrender of an
equal principal amount of temporary Bonds.  Until so exchanged, temporary Bonds
shall have the same rights, remedies and security hereunder as definitive
Bonds.

         Section 2.11.  Cancellation and Destruction of Surrendered Bonds.
Bonds surrendered for payment, redemption, transfer or exchange, and Bonds
purchased from any moneys held by the Trustee hereunder or surrendered to the
Trustee by the Company, shall be cancelled and destroyed by the Trustee.  The
Trustee shall deliver to the Issuer and the Company a certificate of
destruction identifying all Bonds so destroyed.

         Section 2.12.  Book-Entry Only System.  Upon issuance of the Series
1994 Bonds, one fully-registered Series 1994 Bond will be registered in the
name of Cede & Co., as nominee for The Depository Trust Company (the
"Securities Depository") in the aggregate principal amount of the Series 1994
Bonds.  So long as Cede & Co. is the registered owner of the Series 1994 Bonds,
as nominee of the Securities Depository, references herein to the holders of
the Series 1994 Bonds or registered owner of the





                                       18

<PAGE>   25
Series 1994 Bonds shall mean Cede & Co. and shall not mean the beneficial
owners of the Series 1994 Bonds.

   
         The Letter of Representations in substantially the form attached
hereto as Exhibit A, with such changes, omissions, insertions and revisions as
the Executive Director of the Issuer may approve at any time, is hereby
authorized by the Issuer and the Executive Director of the Issuer and the
Trustee, as the agent of the Issuer shall execute and deliver such Letter of 
Representations.  The approval of the Executive Director of the Issuer of any 
changes, omissions, insertions and revisions to the Letter of Representations 
shall be conclusively established by the execution of the Letter of 
Representations by said Executive Director.
    

         Transfers of beneficial ownership interests in the Series 1994 Bonds
will be accomplished by book entries made by the Securities Depository, and, in
turn by the participants in the Securities Depository (the "Participants") who
act on behalf of the indirect participants in the Securities Depository (the
"Indirect Participants") and the beneficial owners of the Series 1994 Bonds.
For each transfer and exchange of beneficial ownership in the Series 1994
Bonds, the beneficial owner may be charged a sum sufficient to cover any tax,
fee or other governmental charge that may be imposed in relation thereto.

         The Trustee and the Issuer shall recognize the Securities Depository
or its nominee, Cede & Co., as the owner of the Series 1994 Bonds for all
purposes, including notices and voting.  Conveyance of notices and other
communications by the Securities Depository to Participants and by such
Participants to Indirect Participants, and by Participants and Indirect
Participants to beneficial owners of the Series 1994 Bonds will be governed by
arrangements among the Securities Depository, the Participants and the Indirect
Participants, subject to any statutory and regulatory requirements as may be in
effect from time to time.

         NEITHER THE ISSUER NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR
OBLIGATIONS TO THE PARTICIPANTS OR INDIRECT PARTICIPANTS OR THE BENEFICIAL
OWNERS OF THE SERIES 1994 BONDS WITH RESPECT TO (i) THE ACCURACY OF ANY RECORDS
MAINTAINED BY THE SECURITIES DEPOSITORY OR ANY SUCH PARTICIPANT OR INDIRECT
PARTICIPANT; (ii) THE PAYMENT BY THE SECURITIES DEPOSITORY OR ANY SUCH
PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER
IN RESPECT OF THE PRINCIPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST ON THE
SERIES 1994 BONDS; (iii) THE DELIVERY TO THE SECURITIES DEPOSITORY OR ANY SUCH
PARTICIPANT OR ANY INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER
THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO HOLDERS OF THE SERIES 1994 BONDS
UNDER THE TERMS OF THIS INDENTURE; (iv) THE SELECTION OF THE BENEFICIAL OWNERS
TO RECEIVE PAYMENT IN THE EVENT OF ANY PARTIAL REDEMPTION OF THE SERIES 1994
BONDS; OR (v) ANY CONSENT





                                       19

<PAGE>   26
GIVEN OR OTHER ACTION TAKEN BY THE SECURITIES DEPOSITORY AS HOLDER OF THE
SERIES 1994 BONDS.

         The Securities Depository may determine to discontinue providing its
services with respect to the Series 1994 Bonds at any time by giving notice to
the Trustee and discharging its responsibilities with respect thereto under the
applicable law. In such event, or in the event the Company desires to use a
similar book-entry system with another securities depository, there may be a
successor securities depository (all references to the Securities Depository
include any such successor).  The Company may also determine to discontinue
participation in the system of book-entry transfer through the Securities
Depository at any time by giving reasonable notice to the Securities
Depository.  If the book- entry system is terminated, Series 1994 Bond
certificates will be delivered to the beneficial owners as provided herein.
The beneficial owners of the Series 1994 Bonds, upon registration of
certificates held in the beneficial owners' names, will then become the
registered owners of one of the Series 1994 Bonds and registration, transfer
and exchange of the Series 1994 Bonds will be governed by Section 2.04 herein.

         Any supplemental indentures may provide that the additional Bonds
issued thereunder may be subject to the provisions of this Section 2.12.


                                  ARTICLE III.


                                 ISSUE OF BONDS

         Section 3.01.  Issue of Series 1994 Bonds.  The Issuer may issue the
Series 1994 Bonds following the execution of this Indenture; and the Trustee
shall, at the Issuer's request, authenticate such Bonds and deliver them as
specified in the request.

         Section 3.02.  Issue of Additional Bonds.  At the request of the
Company, the Issuer may, but is not required to, issue additional Bonds of
series other than the Series 1994 Bonds from time to time hereunder which will
be equally and ratably secured under the Indenture, for any of the following
purposes:

         A.  To provide additional funds to finance completion of the Project,
including any additional facilities to be financed under the Agreement.

         B.  To pay the Cost of refunding through redemption or payment at
maturity of all or part of the Outstanding Bonds of any series to the extent
permitted by the terms thereof.





                                       20

<PAGE>   27
         In any such event the Trustee shall, at the request of the Issuer,
authenticate the additional Bonds and deliver them as specified in the request,
but only upon receipt of:

                 (1)  A Certified Resolution of the Issuer and an indenture
         supplemental hereto,

                          (a)  establishing the series to be issued and
                 providing the terms of the Bonds thereof,

                          (b)  authorizing the execution and delivery of the
                 Bonds to be issued,

                          (c)  stating the purpose of the issue,

                          (d)  if the purpose is refunding, authorizing the
                 payment and redemption of the Bonds to be refunded, and

                          (e)  setting forth any other matters relating to the
                 issuance of the additional Bonds or the purpose for which they
                 are to be issued;

                 (2)  A certificate of the Issuer

                          (a)  stating that the Issuer is not aware of the
                 existence of any existing Event of Default hereunder, and

                          (b)  if the purpose is refunding, stating (i) that
                 notice of redemption of the Bonds to be redeemed has been duly
                 given or that provision has been made therefor and (ii) that
                 the proceeds of the issue plus any other amounts stated to be
                 available for the purpose will be sufficient to pay the
                 principal or redemption price of such Bonds at maturity or on
                 a specified redemption date plus interest accrued to such date
                 or dates together with all other costs and expenses related to
                 the refunding;

                 (3)  An executed counterpart of any amendment or supplement to
         the Agreement not previously delivered;

                 (4)  An additional Debenture issued in accordance with Section
         4.3 of the Agreement;

                 (5)  The proceeds of the additional Bonds;

                 (6)  An opinion of recognized bond counsel to the effect that

                          (a)  the purpose of the issue is one for which
                 Bonds may be issued under this Section,





                                       21

<PAGE>   28
                          (b)  all conditions prescribed herein as precedent to
                 the issuance have been fulfilled,

                          (c)  the additional Bonds have been validly authorized
                 and executed and, when authenticated and delivered pursuant to
                 the request of the Issuer, will be valid obligations of the
                 Issuer entitled to the benefit of the trust created hereby,
                 and

                          (d)  all consents, approvals or certificates of any
                 governmental authorities required to be obtained by the Issuer
                 in connection with the issuance and related transactions have
                 been obtained.

                 (7)  An opinion of counsel to the Company that the Agreement,
         including any amendment thereto, has been duly authorized, executed
         and delivered and is a valid and binding obligation of the Company,
         and that the additional Debenture required under (4) above has been
         duly authorized, executed and delivered by and is a valid and binding
         obligation of the Company; and

                 (8)  A certificate of the Company stating that no Event of
         Default exists under the Financing Agreement or the Indenture.

         Section 3.03.  Disposition of Proceeds of Bonds.  From the net
proceeds of the Series 1994 Bonds there shall first be set aside with the
Trustee as Revenues in the Bond Fund an amount representing the accrued
interest received on the sale of the Series 1994 Bonds.  Thereafter, the
Trustee shall forthwith deposit the balance of the net proceeds of the Series
1994 Bonds in the Construction Fund.  The disposition of the proceeds of any
series of additional Bonds issued pursuant to Section 3.02 hereof shall be as
provided in the Certified Resolution or supplemental indenture establishing
such series.

                                  ARTICLE IV.

                              PROJECT CONSTRUCTION

         Section 4.01.  Establishment of Construction Fund.  The Trustee shall
establish a Construction Fund for the payment of the Costs of the Project.  The
Construction Fund shall consist of the amounts deposited therein pursuant to
this Indenture and any other amounts the Company or the Issuer may deposit
therein. The amounts in the Construction Fund, until applied as hereinafter
provided, shall be held for the security of all Bonds Outstanding hereunder.
Such income or interest may be expended at any time or from time to time to pay
costs of the Project in the same manner as the proceeds of Bonds deposited in
the Construction Fund are expended and for no other purpose.





                                       22

<PAGE>   29
         Section 4.02.  Payments from Construction Fund.  The Trustee shall
make payments from the Construction Fund upon receipt of a requisition from the
Company in the form of Exhibit B to this Indenture, signed by its Chairman of
the Board and Chief Executive Officer, any President, any Vice President, the
Treasurer, any Assistant Treasurer or any other person designated by any of
such officers, stating:

                 (a)  The Costs to which the payment relates, and with respect
         to work and material, stating that such have been incorporated into
         the Project substantially in accordance with the plans and
         specifications therefor;

                 (b)  The payee, which payee may be the Company in the case of
         work done by Company personnel and in the case of reimbursement for
         payments previously made by the Company (other than payments made by
         way of set-off of mutual claims between the Company and the payee),
         which payee may be the Trustee in the case of a requisition for
         payment of interest on the Bonds during acquisition and construction
         of the Project;

                 (c)  The amount of the payments to be made; and

                 (d)  That the payment is due, is a proper charge against the
         Construction Fund and has not been the subject of any previous
         withdrawal therefrom or any other funds representing proceeds of Bonds
         issued by the Issuer on the Company's behalf.

         Each requisition will be accompanied by a statement in reasonable
detail listing the Costs of the Project to be paid to any contractors,
materialmen or suppliers or the Costs incurred or advanced by the Company for
which it is to be reimbursed.  The Trustee shall retain copies or records of
each requisition for the Issuer and shall not destroy such records without the
prior consent of the Issuer, which consent will not be unreasonably withheld.

         The establishment of the Construction Fund shall be for the benefit of
the Company, and, except during the continuance of an Event of Default
hereunder, the Company may enforce payments therefrom upon compliance with the
procedures set forth in this Section 4.02.

   
         Section 4.03.  Procedure Upon Completion of Project. When the Project
is completed and ready to be placed in service, the Company shall deliver to
the Trustee and the Issuer a certificate signed by an officer of the Company 
stating that (a) the Project has been completed in accordance with the 
provisions of the Agreement, and (b) payment, or provision therefor, of the 
Cost of
    




                                       23

<PAGE>   30
the Project has been made except for any cost of the Project not then due and
payable or the liability for payment of which is being contested or disputed by
the Company.  Notwithstanding the foregoing, such certificate shall state that
it is given without prejudice to any rights against third parties which exist
at the date thereof or which may subsequently come into being.  Upon the
submission of such certificate to the Trustee and the Issuer, any amounts
remaining in the Construction Fund (including the earnings from investments
thereof) shall be applied by the Trustee, at the written direction of the
Company, (a) to the purchase of Bonds of any series at such price and upon such
terms and conditions as the Company may direct, or (b) to the redemption of
Bonds of any series, on the first date on which the Bonds may be optionally
redeemed pursuant to the terms thereof occurring after such completion, at the
applicable optional redemption price provided.  Any Bonds purchased or redeemed
by the Trustee in accordance with this Section 4.03 shall be cancelled, and the
Company will receive a credit corresponding to such Bonds, and to any deposit
in the Bond Fund as contemplated by this Section 4.03, against its obligation
to make payments under the Debentures and under the Agreement.


                                   ARTICLE V.

                        REVENUES AND APPLICATION THEREOF

         Section 5.01.  Revenues to Be Paid Over to Trustee.  The Issuer has
directed the Revenues to be paid directly to the Trustee.  If, notwithstanding
these arrangements, the Issuer receives any payments pursuant to the Debentures
or the Agreement (other than payments owed to the Issuer under Sections 5.4,
5.5 and 5.7 thereof), the Issuer shall immediately pay over the same to the
Trustee to be held as Revenues.

         Section 5.02.  Bond Fund.  There is hereby established with the
Trustee a Bond Fund which the Trustee shall make available to the Issuer's
Paying Agent or agents to pay the principal of Bonds as they mature, upon
surrender thereof, the premium, if any, on the Bonds as it becomes payable, and
the interest on Bonds as it becomes payable.  The Trustee may establish
separate accounts within the Bond Fund for separate series of Bonds.  When
Bonds are redeemed or purchased, the amount, if any, in the Bond Fund
representing interest thereon shall be applied to the payment of accrued
interest in connection with such redemption or purchase.  Whenever the amount
in the Bond Fund is sufficient to redeem all of the Outstanding Bonds and to
pay interest accrued to the redemption date, the Issuer will, upon request of
the Company, cause the Trustee to redeem all such Bonds on the applicable
redemption date specified by the Company.  Any amounts remaining in the Bond
Fund after payment in full of the principal, premium,





                                       24

<PAGE>   31
if any, and interest on the Bonds (or provision for payment thereof) and the
fees, charges and expenses of the Issuer, the Trustee and any paying agents,
shall be paid to the Company.  All payments on the Debentures shall be credited
as received to the Bond Fund.

         Section 5.03.  Sinking Funds.  There shall be no sinking fund
requirement for the Series 1994 Bonds.  The Trustee shall establish such other
sinking funds for any series of additional Bonds as may be directed in the
Certified Resolution or supplemental indenture establishing such series.  The
Trustee shall use the sinking fund for each series to purchase or redeem Bonds
of such series.  The Company may deliver Bonds purchased by it as a credit
against the next ensuing and future sinking fund payments in the order in which
they become due; provided that such Bonds so delivered by the Company shall be
of the same series and maturity in respect of which the sinking fund payment is
to be made and shall be delivered no less than 45 days before the sinking fund
redemption date.  Bonds so delivered shall be credited at the sinking fund
redemption price set forth in the form of Bonds.  If at any time all the Bonds
of any series shall have been purchased, redeemed or paid, the Trustee shall
make no further transfers to the sinking fund for such series and shall treat
any balance then in such fund as Revenues in the Bond Fund with a corresponding
credit against the Company's obligation to make payments under the Debentures
and the Agreement.

         If any series of Bonds is to be paid or redeemed in full, any balance
in any sinking fund for such series may, at the option of the Issuer, to be
exercised at the request of the Company, be applied in whole or in part to the
payment or redemption of such series or transferred to the Bond Fund.

         Section 5.04.  Revenues to Be Held for All Bondholders; Certain
Exceptions.  Revenues and investments thereof shall, until applied as provided
in this Indenture, be held by the Trustee for the benefit of the owners of all
Outstanding Bonds, except that any portion of the Revenues in the Bond Fund or
any sinking fund representing principal or redemption price of, and premium, if
any, and interest on, any matured Bonds, or any Bonds previously called for
redemption in accordance with Article VII of this Indenture, shall be held for
the benefit of the owners of such Bonds only.

                                  ARTICLE VI.

                SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS

         Section 6.01.  Trust Fund Deposits.  All moneys received by the
Trustee under this Indenture shall, except as hereinafter provided, be
deposited as trust funds with the Trustee, until or unless invested or
deposited as provided in Section 6.02.





                                       25

<PAGE>   32
         Section 6.02.  Investment or Deposit of Funds.  The Trustee shall, at
the request and written direction of the Company, invest moneys held in
the Construction Fund and the Bond Fund established under this Indenture
exclusively in the types of obligations described in this Section, which are
authorized investments under the Act, or deposit such moneys in time accounts
(including accounts evidenced by time certificates of deposit), which may be
maintained with the commercial department of the Trustee or with its affiliate,
provided that all investments shall mature, or be subject to redemption by the
owner at not less than the principal amount thereof or the cost of acquisition,
whichever is lower - and all deposits in time accounts shall be subject to
withdrawal - not later than the date when the amounts will foreseeably be
needed for purposes of this Indenture.  The investments permitted under this
Section shall include the following, to the extent permitted by applicable law:
(i) obligations issued or guaranteed by the United States of America; (ii)
obligations issued or guaranteed by any person controlled or supervised by and
acting as an instrumentality of the United States of America pursuant to
authority granted by the Congress of the United States; (iii) obligations
issued or guaranteed by any state of the United States or the District of
Columbia rated within one of the two highest rating categories by any
nationally recognized rating service; (iv) commercial or finance company paper
receiving the highest rating of any nationally recognized rating service which
may include, to the extent permitted by applicable law, other obligations of
the Company; (v) bankers' acceptances drawn on and accepted by commercial banks
having combined capital and surplus of not less than $50,000,000; (vi)
repurchase agreements fully secured by obligations of the type specified in (i)
and (ii) above; (vii) certificates of deposit issued by commercial banks having
combined capital and surplus of not less than $50,000,000; and (viii) internal
money market fund vehicles managed by the Trustee or its affiliates or
externally managed money market funds approved by the Trustee as long as the
money market funds are invested in one or more of the securities specified in
this Section.  The Trustee, in purchasing securities of the type described in
clauses (i) and (ii) in the preceding sentence, may make any such purchase
subject to agreement with the seller for repurchase by the seller, at a later
date, and in such connection may accept the seller's agreement for the payment
of interest in lieu of the right to receive the interest payable by the issuer
of the security purchased, provided that title to the security so purchased by
the Trustee shall vest in the Trustee, that the Trustee shall have actual or
constructive possession of such security, and that the current market value of
such security (or of cash or additional securities of the type described in
said clauses pledged with the Trustee as collateral for the purpose) is at all
times at least equal to the total amount thereafter to become payable by the
seller under said agreement.





                                       26

<PAGE>   33
         The interest and income received upon such investments of the
Construction Fund, Bond Fund or any sinking fund, and any profit or loss
resulting from the sale of any investment shall be added or charged to such
Fund.  The Company shall restore to the appropriate Fund all amounts necessary
to cover all losses resulting from the sale of any investments.  In the case of
all other Revenues representing moneys held in the Bond Fund or in any sinking
fund, such interest or income received or paid shall be held in, the Bond Fund
with a corresponding credit against the Company's obligation to make payments
under the Debentures and the Agreement.

         The Trustee is directed to sell and reduce to cash funds a sufficient
amount of such investments whenever the cash balance in the Construction Fund
or the Bond Fund is insufficient to pay amounts properly payable therefrom.

         The Trustee may make any and all investments permitted under this
Section through its own bond or investment department or affiliate.


                                  ARTICLE VII.

                              REDEMPTION OF BONDS

   
         Section 7.01.  Bonds Subject to Redemption; Selection of Bonds to be
Called for Redemption.  The Bonds may be subject to redemption prior to
maturity if, as and to the extent provided therein. Unless otherwise provided
in respect of a series of Bonds, if less than all the Bonds of a series or of a
maturity are to be redeemed, the particular Bonds of such series or maturity to
be called for redemption shall be selected by lot by the Trustee in any manner
deemed fair and reasonable by the Trustee.  The Issuer shall deliver to the
Trustee an officer's certificate meeting the requirements of Section 10.22 and
a direction to the Trustee to call Bonds for optional redemption, which 
certificate and direction shall be delivered prior to such redemption date (at
a time mutually acceptable to the Issuer, the Company and the Trustee) when and
only when (a) the Issuer shall have been notified by the Company to do so and
the Company has itself notified the Trustee of a corresponding prepayment to be
made under the Debentures, or (b) the Debenture corresponding to the series of
Bonds to be redeemed has been cancelled pursuant to Article XIII hereof. 
    

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Bonds shall relate, in
the case of any Bond redeemed or to be





                                       27

<PAGE>   34
redeemed only in part, to the portion of the principal of such Bond which has
been or is to be redeemed.

         Section 7.02.  Notice of Redemption.  When required to redeem Bonds
under any provision of this Indenture, the Trustee shall cause notice of the
redemption to be given by first-class mail, postage prepaid, mailed to all
registered owners of Bonds to be redeemed at their registered address not more
than 60 days nor less than 30 days prior to the redemption date.  In addition,
the Trustee shall send a copy of such notice by registered or certified mail or
overnight delivery service, return receipt requested, postage prepaid, to each
registered securities depository and nationally recognized information service
that disseminates redemption information, sent at least two business days in
advance of the mailing of notice to Bondholders.  In addition the Trustee shall
at all reasonable times make available to any interested party complete
information as to Bonds which have been redeemed or called for redemption.  Any
such notice shall be given in the name of the Issuer, shall identify the Bonds
to be redeemed (and, in the case of partial redemption of any Bonds, the
respective principal amounts thereof to be redeemed), shall specify the
redemption date and the redemption price, shall state that on the redemption
date the Bonds called for redemption will be payable at the principal corporate
trust office of the Trustee and that from that date interest will cease to
accrue.  Failure to mail any notice or defect in the mailed notice or in the
mailing thereof in respect of any Bond shall not affect the validity of the
redemption of any other Bond.

         The Trustee may use "CUSIP" numbers on notices of redemption as a
convenience to Bondholders provided that any such notice shall state that no
representation is made as to the correctness of such numbers either as printed
on the Bonds or as contained in any notice of redemption and that reliance may
be placed only on the identification numbers containing the prefix established
under the Indenture.

         Section 7.03.  Payment of Redemption Price.  If (a) unconditional
notice of redemption has been duly published or duly waived by the owners of
all Bonds called for redemption or (b) conditional notice of redemption has
been so given or waived and the redemption moneys have been duly deposited with
the Trustee, then in either case the Bonds called for redemption shall be
payable on the redemption date at the applicable redemption price. Payment of
the redemption price and accrued interest shall be made by the Trustee to or
upon the order of the owners of the Bonds called for redemption upon surrender
of such Bonds.  The redemption price in respect of Bonds, the expenses of
giving notice and any other expenses of redemption (except accrued interest),
shall be paid out of the Fund from which redemption is to be made or from other
moneys which the Issuer





                                       28

<PAGE>   35
makes available for such purpose.  Accrued interest shall be paid out of the
Bond Fund.

         Section 7.04.  Bonds Redeemed in Part.  Any Bond which is to be
redeemed only in part shall be surrendered at a place stated for the surrender
of Bonds called for redemption in the notice provided for in Section 7.02 (with
due endorsement by, or a written instrument of transfer in form satisfactory to
the Trustee duly executed by, the owner thereof or his attorney duly authorized
in writing) and the Issuer shall execute and the Trustee shall authenticate and
deliver to the owner of such Bond without service charge, a new Bond or Bonds,
of any authorized denomination as requested by such owner in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered.

         Section 7.05.  Bond Redemption Fund for Refunding Issues.  Whenever
the Issuer issues Bonds hereunder for refunding purposes, the Issuer may, by
the Certified Resolution or supplemental indenture authorizing the Bonds,
direct the Trustee to establish a separate bond redemption fund and to deposit
therein the proceeds of the refunding Bonds.  The Certified Resolution or
supplemental indenture shall specify the investment and application of amounts
so deposited including, without limitation, the transfer thereof to any other
fiscal agent or trustee of the Issuer and the time and conditions for such
transfer.


                                 ARTICLE VIII.

                            COVENANTS OF THE ISSUER

         Section 8.01.  Power and Authority of the Issuer.  The Issuer is a
public corporation of the State of Mississippi, validly organized and existing
in good standing under the laws of such State, with full power and authority to
issue the Bonds, and to execute, deliver and perform its obligations under the
Agreement and this Indenture.  The Issuer has the necessary power under the
Act, and has duly taken all action on its part required to execute and deliver
this Indenture and the Agreement and to undertake the financing of the Project
through the issuance of its Bonds.  The execution, delivery and performance of
this Indenture and the Agreement by the Issuer will not violate or conflict
with any instrument by which the Issuer or its properties are bound.

         Section 8.02.  Payment of Principal of and Premium, if any, and
Interest on the Bonds, Appointment of Paying Agent.  The Issuer shall promptly
pay or cause to be paid the principal or applicable redemption price of, and
the premium, if any, and interest on, every Bond issued hereunder according to
the terms





                                       29

<PAGE>   36
thereof, but shall be required to make such payment only out of Revenues.  The
Issuer shall appoint one or more Paying Agents for such purpose, each such
agent to be a national banking association, a bank and trust company or a trust
company.  The Paying Agent shall hold in trust for the benefit of the
Bondholders or the Trustee all sums held by it for payment of principal of or
interest on the Bonds, and shall give to the Trustee notice of any default by
the Issuer or the Company in the making of any such payment.  The Issuer hereby
appoints the Trustee to act as sole Paying Agent, and designates the principal
corporate trust office of the Trustee as the place of payment, such appointment
and designation to remain in effect until notice of change is filed with the
Trustee.

         Section 8.03.  Corporate Existence; Compliance with Laws.  The Issuer
shall maintain its existence; shall use its best efforts to maintain and renew
all its rights, powers, privileges and franchises; and shall comply with all
valid and applicable laws, acts, rules, regulations, permits, orders,
requirements and directions of any legislative, executive, administrative or
judicial body.

         Section 8.04.  Enforcement of Agreement; Prohibition Against
Amendments; Notice of Default.  The Issuer shall cooperate with the Trustee to
enforce the payment of all amounts payable under the Debentures and the
Agreement and the Trustee shall require the Company to perform its obligations
thereunder.  So long as no Event of Default hereunder shall have occurred and
be continuing, the Issuer may exercise all its rights under the Agreement as
amended or supplemented from time to time, except that it shall not amend the
Agreement without the consent of the Trustee pursuant to Section 12.03 hereof.
Prior to making any amendment or supplement, the Issuer shall file with the
Trustee a copy of the proposed amendment or supplement and, unless the Trustee
shall have otherwise given its consent to such amendment or supplement, an
opinion of Counsel selected by the Trustee to the effect that such amendment or
supplement will not materially adversely affect the interests of the
Bondholders.  The Issuer shall give prompt notice to the Trustee of any default
known to the Issuer under the Debentures or the Agreement or any amendment or
supplement thereto.

         Section 8.05.  Further Assurances.  Except to the extent otherwise
provided in this Indenture, the Issuer shall not enter into any contract or
take any action by which the rights of the Trustee or the Bondholders may be
impaired and shall, from time to time, execute and deliver such further
instruments and take such further action as may be required to carry out the
purposes of this Indenture.

         Section 8.06.  Financing Statements.  The Trustee shall cause this
Indenture or a financing statement relating hereto to





                                       30

<PAGE>   37
be filed, in such manner and at such places as may be required by law fully to
protect the security of the owners of the Bonds and the right, title and
interest of the Trustee in and to the trust estate or any part thereof.  The
Trustee shall execute or cause to be executed any and all further instruments
as may be required by law or as shall reasonably be requested by the Company or
the Issuer for such protection of the interests of the Bondholders, and shall
furnish satisfactory evidence to the Company and the Issuer of filing and
refiling of such instruments and of every additional instrument which shall be
necessary to preserve the lien of this Indenture upon the trust estate or any
part thereof until the principal of and premium, if any, and interest on the
Bonds issued hereunder shall have been paid.

   
         Section 8.07.  Authorized Officers.  The Issuer and the Company will 
each provide to the Trustee a list of those officers, including their titles
and specimen signatures, who are authorized to provide direction to the
Trustee on behalf of the Issuer and the Company, respectively, and will update
such list as appropriate to evidence changes thereto.
    

                                  ARTICLE IX.

                         EVENTS OF DEFAULT AND REMEDIES

         Section 9.01.  Events of Default Defined.  Each of the following shall
be an "Event of Default" hereunder:

                 A.  If payment of the principal or redemption price of, or any
         premium on, any Bond is not made when it becomes due and payable at
         maturity or upon call for redemption; or

                 B.  If the required payment is not made into any sinking fund
         established pursuant to this Indenture when the same is due and
         payable; or

                 C.  If the payment of any installment of interest on any Bond
         is not made when it becomes due and payable and such failure continues
         for thirty (30) days; or

                 D.  If an "Event of Default" as defined in the Agreement
         occurs.

         Section 9.02.  Acceleration and Annulment Thereof.  If any Event of
Default occurs, the Trustee may in its discretion, and upon request of the
owners of 25% in principal amount of the Bonds then Outstanding shall, by
notice in writing to the Issuer and the Company, declare the principal of all
Bonds then Outstanding to be immediately due and payable; and upon such
declaration the said principal, together with premium, if any, and interest
accrued thereon, shall become due and payable immediately at the place of
payment provided therein, anything in





                                       31

<PAGE>   38
the Indenture or in said Bonds to the contrary notwithstanding.  Upon any
declaration of acceleration hereunder, the Trustee shall immediately exercise
such rights as it may have under the Debentures and the Agreement to declare
all payments thereunder to be immediately due and payable.

         If, after the principal of said Bonds has been so declared to be due
and payable, all arrears of interest upon the Bonds (and interest on overdue
installments of interest at the rate borne by the Bonds) are paid or caused to
be paid by the Issuer, and the Issuer also performs or causes to be performed
all other things in respect of which it may have been in default hereunder and
pays or causes to be paid the reasonable charges of the Trustee, the
Bondholders and any trustee appointed under the Act, including reasonable
attorney's fees, then, and in every such case, the owners of a majority in
principal amount of the Bonds then Outstanding, by notice to the Issuer and to
the Trustee, may annul such declaration and its consequences and such annulment
shall be binding upon the Trustee and upon all owners of Bonds issued
hereunder; but no such annulment shall extend to or affect any subsequent
default or impair any right or remedy consequent thereon.

         Section 9.03.  Other Remedies; Waiver.  (a) If any Event of Default
occurs and is continuing, the Trustee, before or after declaring the principal
of the Bonds immediately due and payable, may enforce each and every right
granted to the Issuer or the Trustee under the Debentures and the Agreement or
any supplements or amendments thereto.  In exercising such rights and the
rights given the Trustee under this Article IX, the Trustee shall take such
action, as in the judgment of the Trustee, applying the standards described in
Section 10.07 hereof, would best serve the interests of the Bondholders.

         (b)  The holders of not less than a majority in principal amount of
the Bonds Outstanding may, on behalf of all Bondholders, consent to the waiver
of any past default and its consequences thereof, except a default in the
payment of the principal of, or premium, if any, or interest on the Bonds or in
respect of a covenant or provision hereof which under Article XII cannot be
modified or amended without the consent of the holders of sixty-six and
two-thirds percent of the principal amount of the Bonds Outstanding or the
holder of each Bond Outstanding affected.  Upon such waiver, such default shall
cease to exist, and any event of default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

         Section 9.04.  Legal Proceedings by Trustee.  If any Event of Default
has occurred and is continuing, the Trustee in its discretion may, and upon the
written request of the owners of 25%





                                       32

<PAGE>   39
in principal amount of the Bonds then Outstanding and receipt of indemnity to
its satisfaction, shall, in its own name, or in combination with the Issuer:

                 A.  By mandamus, or other suit, action or proceeding at law or
         in equity, enforce all rights of the Bondholders, including the right
         to require collection of the amounts payable under the Debentures and
         the Agreement and to require the carrying out of any other provisions
         of this Indenture for the benefit of the Bondholders;

                 B.  Bring suit upon the Bonds and the Debentures;

                 C.  By action or suit in equity enjoin any acts or things
         which may be unlawful or in violation of the rights of the
         Bondholders; and

                 D.  File such proofs of claim and other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee and of the Bondholders allowed in any judicial proceedings
         relative to the Issuer or the Company upon the Bonds, its creditors or
         its property.

         Section 9.05.  Discontinuance of Proceedings by Trustee.  If any
proceeding taken by the Trustee on account of any Event of Default is
discontinued or is determined adversely to the Trustee, the Issuer, the Trustee
and the Bondholders shall be restored to their former positions and rights
hereunder as though no such proceeding had been taken, but subject to the
limitations of any such adverse determination.

         Section 9.06.  Bondholders May Direct Proceedings.  The owners of a
majority in principal amount of the Bonds Outstanding hereunder shall have the
right to direct the time, method and place of conducting all remedial
proceedings available to the Trustee hereunder, or exercise any trust power
conferred upon the Trustee; provided that such direction shall not be otherwise
than in accordance with law or the provisions of this Indenture, and that the
Trustee shall not be required to comply with any such direction which it deems
to be unlawful or unjustly prejudicial to Bondholders not parties to such
direction.

         Section 9.07.  Limitations on Actions by Bondholders.  No Bondholders
shall have any right to pursue any remedy hereunder or under the Debentures or
the Agreement unless:

                 (a)  the Trustee shall have been given written notice of an
         Event of Default,

                 (b)  The owners of at least 25% in principal amount of the
         Bonds Outstanding respecting which there has been an Event of Default
         shall have requested the Trustee, in





                                       33

<PAGE>   40
         writing, to exercise the powers hereinabove granted or to pursue such
         remedy in its or their name or names,

                 (c)  the Trustee shall have been offered indemnity
         satisfactory to it against costs, expenses and liabilities, and

                 (d)  the Trustee shall have failed to comply with such request
         within a reasonable time;

provided, however, that nothing herein or any other provision of this Indenture
shall preclude the owner of any Bond with respect to which an Event of Default
under Section 9.01 A, B or C has occurred and is continuing from bringing an
action at law to enforce the right of payment on such Bond and the right to
receive such payment is absolute and unconditional and shall not be impaired
without the consent of such owner.

         Section 9.08.  Trustee May Enforce Rights Without Possession of Bonds.
All rights under the Indenture and the Bonds may be enforced by the Trustee
without the possession of any Bonds or the production thereof at the trial or
other proceedings relative thereto, and any proceedings instituted by the
Trustee shall be brought in its name for the ratable benefit of the owners of
the Bonds.

         Section 9.09.  Delays and Omissions Not to Impair Rights.  No delay or
omission in respect of exercising any right or power accruing upon any Event of
Default shall impair such right or power or be a waiver of such Event of
Default and every remedy given by this Article may be exercised from time to
time and as often as may be deemed expedient.

         Section 9.10.  Application of Moneys in Event of Default.  Any moneys
received by the Trustee under this Article IX shall be applied:

                 First:  to the payment of the expenses of the Trustee including
         reasonable Counsel fees, any disbursements of the Trustee with
         interest thereon and its reasonable compensation and all other amounts
         owed to the Trustee under this Indenture or the Agreement;

                 Second:  to the payment of expenses of the Issuer, if any,
         including reasonable counsel fees, actually incurred in connection
         with the Project and remaining unpaid;

                 Third:  to the payment of principal, premium, if any, and
         interest then owing on the Bonds, including any interest on overdue
         interest, and in case such moneys shall be insufficient to pay the
         same in full,





                                       34

<PAGE>   41
         then to the payment of principal, premium, if any, and interest
         ratably, without preference or priority of one over another or of any
         installment of interest over any other installment of interest.

         The surplus, if any, shall be paid to the Company or the person
lawfully entitled to receive the same as a court of competent jurisdiction may
direct.

         Section 9.11.  Trustee and Bondholders Entitled to All Remedies Under
Act: Remedies Not Exclusive.  It is the purpose of this Article to provide to
the Trustee and the Bondholders all rights and remedies as may be lawfully
granted under the provisions of the Act; but should any remedy herein granted
be held unlawful, the Trustee and the Bondholders shall nevertheless be
entitled to every remedy permitted by the Act.  It is further intended that,
insofar as lawfully possible, the provisions of this Article shall apply to and
be binding upon any trustee or receiver appointed under the Act.

         No remedy herein conferred is intended to be exclusive of any other
remedy or remedies, and each remedy is in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.

         Section 9.12.  Trustee's Right to Receiver.  The Trustee shall be
entitled as of right to the appointment of a receiver; and the Trustee, the
Bondholders and any receiver so appointed shall have such rights and powers and
be subject to such limitations and restrictions as may be contained in or
permitted by the Act.


                                   ARTICLE X.

                                  THE TRUSTEE

         Section 10.01.  Acceptance of Trust.  The Trustee accepts and agrees
to execute the trusts hereby created, but only upon the additional terms set
forth in this Article, to all of which the parties hereto and the Bondholders
are bound.

         Section 10.02.  Qualification of the Trustee.  There shall at all
times be one or more trustees hereunder at least one of whom shall be a
corporation organized and doing business under the laws of the United States or
of any state or territory of the United States or the District of Columbia or a
corporation or other person permitted to act as trustee by the United States
Securities and Exchange Commission (the "SEC"), which (a) is authorized under
such laws to exercise corporate trust powers and (b) is subject to supervision
or examination by federal, state, territorial or District of Columbia
authority.  The Trustee shall





                                       35

<PAGE>   42
at all times have a combined capital and surplus of at least $50,000,000.  If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section 10.02, the combined capital and surplus
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  The Trustee shall not be an obligor
upon the Bonds or a person directly or indirectly controlling, controlled by or
under common control with such obligor.  If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 10.02, it
shall resign immediately in the manner and with the effect specified in Section
10.12 hereof.

         Section 10.03.  Responsibilities.  (a) The recitals, statements and
representations in the Indenture or in the Bonds, save only the Trustee's
certificate upon the Bonds, have been made by the Issuer or the Company and not
by the Trustee; and the Trustee shall be under no responsibility for the
correctness thereof.

         (b)   The Trustee shall not be responsible for the validity of this
Indenture or for insuring the Project or collecting any insurance moneys, or
for the validity of the execution by the Issuer of this Indenture or of any
supplements thereto or instruments of further assurance, or for the sufficiency
of the security for the Bonds issued hereunder or intended to be secured
hereby, or for the value or title of the Project; except that in the event the
Trustee enters into possession of a part or all of the Project pursuant to any
provision of this Indenture it shall use due diligence in preserving such
property.

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

                 (1)   the Trustee shall not be liable except for the
         performance of such duties as are specifically set out in this
         Indenture; and

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

         Section 10.04.  Trustee May Act Through Agents; Answerable Only for
Willful Misconduct or Negligence.  The Trustee may





                                       36

<PAGE>   43
exercise any powers hereunder and perform any duties required of it through
attorneys, agents, officers or employees, and shall be entitled to advice of
Counsel concerning all questions hereunder.  The Trustee shall not be
answerable for the exercise of any discretion or power under this Indenture nor
for anything whatever in connection with the trust hereunder, except only its
own willful misconduct or negligence or that of its agents, officers and
employees, except that

                 (1)  this subsection shall not be construed to limit the
         effect of subsection (c) of Section 10.03;

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

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

                 (4)  no provision of this Indenture or the Agreement 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.

         Section 10.05.  Compensation and Indemnity.  (a) The Company shall pay
the Trustee reasonable compensation for its services hereunder, and also all
its reasonable expenses and disbursements.  The Company has agreed under
Section 5.5 of the Agreement to indemnify the Trustee against any claims
arising out of the exercise and performance of its powers and duties hereunder
in good faith and without willful misconduct or negligence.

         (b)  The parties to this Indenture, the Company and the Bondholders
agree that a court in its discretion may require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as trustee, the filing by any
party litigant in such suit of 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





                                       37

<PAGE>   44
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant, provided that the provisions of
this subsection (b) shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Bondholder or group of Bondholders holding in the
aggregate more than 10% in principal amount of Bonds Outstanding, or to any
suit instituted by any Bondholder for the enforcement of the payment of the
principal of or interest of any Bond, on or after the respective due dates
expressed in the Bond.

         Section 10.06.  Notice of Default; Right to Investigate.  The Trustee
shall, within 30 days after the occurrence thereof, give written notice by
first class mail to the holders specified in Section 10.23(c) of all defaults
known to the Trustee and send a copy of such notice to the Issuer and the
Company, unless such defaults have been remedied (the term "defaults" for
purposes of this Section and Section 10.07 hereof being defined to include the
events specified in clauses A through D of Section 9.01 hereof, not including
any notice or periods of grace provided for therein); provided, however, that,
except in the case of default in the payment of the principal or premium, if
any, and interest under the Bonds or the Debenture, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or responsible
officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Bondholders.  The Trustee shall not be deemed
to have notice of any default under Clause D of Section 9.01 hereof (other than
a default under Section 6.1(a) of the Agreement) unless it has actual knowledge
thereof or has been notified in writing of such default by the owners of at
least 25% in principal amount of the Bonds then Outstanding.  The Trustee may,
however, at any time require of the Issuer or the Company full information as
to the performance of any covenant hereunder or under the Agreement; and, if
information satisfactory to it is not forthcoming, the Trustee may make or
cause to be made an investigation into the affairs of the Issuer or the Company
related to this Indenture and the properties covered hereby.

         Section 10.07.  Obligation to Act on Defaults.  If any Event of
Default shall have occurred and be continuing, the Trustee shall exercise such
of the rights and remedies vested in it by this Indenture and shall use the
same degree of care and skill in their exercise as a prudent person would
exercise or use in the circumstances in the conduct of his or her own affairs.

         Section 10.08.  Reliance on Requisition, Counsel, etc.  The Trustee
may act on any requisition, resolution, notice, telegram, request, consent,
waiver, certificate, statement, affidavit, voucher, bond, or other paper or
document which it in good faith believes to be genuine and to have been passed
or signed by the proper persons or to have been prepared and furnished pursuant
to





                                       38

<PAGE>   45
any of the provisions of this Indenture; and the Trustee shall be under no duty
to make any investigation as to any statement contained in any such instrument,
but may accept the same as conclusive evidence of the accuracy of such
statement.

         The Trustee will be entitled to rely upon opinions of Counsel and will
not be responsible for any loss or damage resulting from reliance in good faith
thereon, except for its own negligence or willful misconduct.

         Section 10.09.  Trustee May Own Bonds.  The Trustee may in good faith
buy, sell, own and hold any of the Bonds and may join in any action which any
Bondholders may be entitled to take with like effect as if the Trustee were not
a party to this Indenture. The Trustee may also engage in or be interested in
any financial or other transaction with the Issuer or the Company, provided
that if the Trustee determines that any such relation is in conflict with its
duties under this Indenture, it shall eliminate the conflict or resign as
Trustee.

         Section 10.10.  Construction of Ambiguous Provisions.  The Trustee may
construe any ambiguous or inconsistent provisions of this Indenture, and any
such construction by the Trustee shall be binding upon the Bondholders.  In
construing any such provision, the Trustee will be entitled to rely upon
opinions of Counsel and will not be responsible for any loss or damage
resulting from reliance in good faith thereon except for its own negligence or
willful misconduct.

         Section 10.11  Disqualification; Conflicting Interests.  (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section 10.11, it shall, within 90 days after ascertaining that it has such
conflicting interest, and if the default (as defined in the next sentence) to
which such conflicting interest relates has not been cured or duly waived or
otherwise eliminated before the end of such 90- day period, either eliminate
such conflicting interest or, except as otherwise provided in this subsection,
resign in the manner and with the effect hereinafter specified in this Article
X.

         (b)  In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section 10.11, the Trustee shall, within
10 days after the expiration of such 90-day period, transmit notice of such
failure to the Bondholders in the manner and to the extent provided in Section
10.23(c) hereof.

         (c)  For the purposes of this Section 10.11, the Trustee shall be
deemed to have a conflicting interest if the Bonds are in default (as defined
in this Indenture but exclusive of any grace period or requirement of notice)
and





                                       39

<PAGE>   46
                 (1)  the Trustee is trustee under another indenture under
         which any other securities or certificates of interest or
         participation in any other securities, of the Company are outstanding
         or is trustee for more than one outstanding series of securities (as
         hereinafter defined) under a single indenture of the Company, unless
         such other indenture is a collateral trust indenture under which the
         only collateral consists of securities issued under the other
         indenture, provided that there shall be excluded from the operation of
         this paragraph the First Amended and Restated Indenture from the
         Company to Bank of America National Trust and Savings Association (an
         affiliate of the Trustee), dated as of March 1, 1988, as amended by
         the First Supplemental Indenture thereto, dated as of November 6, 1992
         and also any indenture or indentures under which other securities, or
         certificates of interest or participation in other securities, of the
         Company are outstanding, if

                          (i)  this Indenture and any such other indenture or
         indentures are wholly unsecured and rank equally, and such other
         indenture or indentures are hereafter qualified under the Trust
         Indenture Act of 1939, as amended, unless the SEC shall have found and
         declared by order pursuant to Section 305(b) or Section 307(c) of said
         Trust Indenture Act that differences exist between the provisions of
         this Indenture and the provisions of such other indenture or
         indentures (or such series) which are so likely to involve a material
         conflict of interest as to make it necessary in the public interest or
         for the protection of investors to disqualify the Trustee from acting
         as such under this Indenture or such other indenture or indentures, or

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

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

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

                 (4)  the Trustee or any of its directors or executive officers
         is a director, officer, partner, employee, appointee or representative
         of the Company, or of





                                       40

<PAGE>   47
         an underwriter (other than the Trustee itself) for the Company who is
         currently engaged in the business of underwriting, except that (i) one
         individual may be a director or an executive officer, or both, of the
         Trustee and a director or an executive officer, or both, of the
         Company but may not be at the same time an executive officer of both
         the Trustee and the Company; (ii) if and so long as the number of
         directors of the Trustee in office is more than nine, one additional
         individual may be a director or an executive officer, or both, of the
         Trustee and a director of the Company; and (iii) the Trustee may be
         designated by the Company or by any underwriter for the Company to act
         in the capacity of transfer agent, registrar, custodian, paying agent,
         fiscal agent, escrow agent, or depositary, or in any other similar
         capacity, or, subject to the provisions of paragraph (1) of this
         subsection, to act as trustee, whether under an indenture or
         otherwise;

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

                 (6)  the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), (i) 5% or more of the voting
         securities, or 10% or more of any other class of security, of the
         Company not including the bonds issued under this Indenture and
         securities issued under any other indenture under which the Trustee is
         also trustee, or (ii) 10% or more of any class of security of an
         underwriter for the Company;

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

                 (8)  the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this subsection defined), 10% or more of any class of
         security of any person who, to the





                                       41

<PAGE>   48
         knowledge of the Trustee, owns 50% more of the voting securities of
         the Company;

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

                 (10)  except under the circumstances described in subsections
         (1), (3), (4), (5) or (6) of Section 10.20(b), the Trustee shall be or
         shall become a creditor of the Company.

         For purposes of paragraph (1) of this subsection, the term "series of
securities" or "series" means a series, class or group of securities issuable
under an indenture pursuant to whose terms holders of one such series may vote
to direct the indenture trustee, or otherwise take action pursuant to a vote of
such holders, separately from holders of another such series; provided, that
"series of securities" or "series" shall not include any series of securities
issuable under an indenture if all such series rank equally and are wholly
unsecured.





                                       42

<PAGE>   49
         The specification of percentages in paragraphs (5) to (9), inclusive,
of this subsection, shall not be construed as indicating that the ownership of
such percentages of the securities of a person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection.

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

         For the purposes of this subsection, the term "underwriter" when used
with reference to the Company or upon the Bonds means every person who, within
one year prior to the time as of which the determination is made, was an
underwriter of any security of the Company outstanding at the time of
determination.

         Except in the case of a default in the payment of the principal of or
interest on any Bond, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
subsection if the Trustee shall have sustained the burden of proving, on
application to the SEC and after opportunity for hearing thereon, that

                          (i)  the default under this Indenture may be cured or
         waived during a reasonable period and under the procedures described
         in such application, and

                          (ii)  a stay of the Trustee's duty to resign will not
         be inconsistent with the interests of the Bondholders.  The filing of
         such an application shall automatically stay the performance of the
         duty to resign until the SEC orders otherwise.

         Section 10.12.  Resignation of Trustee.  The Trustee may resign and be
discharged of the trusts created by this Indenture





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<PAGE>   50
by written resignation filed with the Executive Director of the Issuer not less
than 60 days before the date when it is to take effect, with copies of such
notice mailed to the Company and the Bondholders.  Such resignation shall take
effect only upon the appointment of a successor trustee meeting the
requirements of Section 10.15 hereof.

         Section 10.13.  Removal of Trustee.  Any Trustee hereunder may be
removed at any time by an instrument appointing a successor to the Trustee so
removed, executed by the owners of a majority of the Bonds then Outstanding and
filed with the Trustee and the Issuer.  If at any time (i) the Trustee shall
fail to comply with Section 10.11(a) hereof after written request therefor by
the Company or by any Bondholder who has been a bona fide Bondholder for at
least six months; (ii) the Trustee shall cease to be eligible under Section
10.02 hereof and shall fail to resign after written request therefor by the
Issuer, the Company or by any Bondholder who shall have been a bona fide holder
for at least six months; or (iii) the Trustee shall become incapable of acting
or shall be adjudged 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
Issuer, at the direction of the Company, or the Company may remove the Trustee
or (ii) subject to Section 10.05(b) hereof, any Bondholder who has been a bona
fide Bondholder for at least six months may, on behalf of himself and all other
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         Section 10.14.  Appointment of Successor Trustee.  If the Trustee or
any successor trustee resigns or is removed (other than pursuant to Section
10.13 hereof) or dissolved, or if its property or business is taken under the
control of any state or federal court or administrative body, a vacancy shall
forthwith exist in the office of the Trustee, and the Issuer at the direction
of the Company shall appoint a successor and shall mail notice thereof to the
Bondholders at least thirty days prior to the effective date of such
appointment; provided, that failure to provide such notice shall not affect
such appointment.  If the Issuer fails to make such appointment within 60 days
after the date notice of resignation is filed, the owners of a majority of the
Bonds then Outstanding may do so.

         Section 10.15.  Qualification of Successor.  A successor trustee shall
meet the requirements of Section 10.02 hereof.

         Section 10.16.  Instruments of Succession.  Any successor trustee
appointed hereunder shall execute, acknowledge and deliver to the Issuer an
instrument in writing accepting such





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<PAGE>   51
appointment hereunder; and thereupon such successor trustee, without any
further act, deed or conveyance, shall become fully vested with all the
estates, properties, rights, powers, trusts, duties and obligations of its
predecessor in the trust hereunder, with like effect as if originally named
Trustee herein.  The Trustee ceasing to act hereunder shall pay over to the
successor trustee all moneys held by it hereunder; and, upon request of the
successor trustee, the Trustee ceasing to act and the Issuer shall execute and
deliver an instrument transferring to the successor trustee all the estates,
properties, rights, powers and trust hereunder of the Trustee ceasing to act.
The Company shall be provided with a copy of each instrument mentioned herein.

         Section 10.17.  Merger of Trustee.  Any company or national banking
association into which any Trustee may be merged or converted or with which it
may be consolidated or any company or national banking association resulting
from any merger, conversion or consolidation to which it shall be a party or
any company or national banking association to which any Trustee may sell or
transfer all or substantially all of its corporate trust business, provided
such company or national banking association shall be a bank or trust company
organized under the laws of any state of the United States or a national
banking association and shall be authorized by law to perform all the duties
imposed upon it by the Indenture, shall be the successor to such Trustee
without the execution or filing of any paper or the performance of any further
act, provided that such successor to such Trustee shall be eligible under the
provisions of this Indenture.

         Section 10.18.  Appointment of Co-Trustee.  It is the purpose of this
Indenture that there shall be no violation of any law of any jurisdiction
(including particularly the laws of the State of Mississippi) denying or
restricting the right of banking corporations or associations to transact
business as Trustee in such jurisdiction.  It is recognized that in case of
litigation under this Indenture, the Debentures or the Agreement, and in
particular in case of the enforcement of any such document in default, or in
case the Trustee deems that by reason of any present or future law of any
jurisdiction it may not exercise any of the powers, rights or remedies herein
granted to the Trustee or hold title to the properties, in trust, as herein
granted, or take any other action which may be desirable or necessary in
connection therewith, it may be necessary that the Trustee appoint an
additional individual or institution as a separate or Co-Trustee.  The
following provisions of this Section are adopted to these ends.

         The Trustee may appoint an additional institution as a separate or
Co-Trustee, in which event such and every remedy, power, right, claim, demand,
cause of action, indemnity, estate, title, interest and lien expressed or
intended by this Indenture to be exercised by or vested in or conveyed to the
Trustee with





                                       45

<PAGE>   52
respect thereto shall be exercisable by and vest in the Trustee or the Trustee
and such separate or Co-Trustee jointly, except to the extent that under any
law of any jurisdiction in which any particular act or acts are to be
performed, the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such remedy, power, right, claim, demand, cause of
action, indemnity, estate, title, interest, and lien shall be exercised and
performed by such separate or Co-Trustee.

         Should any deed, conveyance or instrument in writing from the Issuer
be required by the separate or Co-Trustee so appointed by the Trustee for more
fully and certainly vesting in and confirming to him or it such properties,
rights, powers, trusts, duties and obligations, any and all such deeds,
conveyances and instruments in writing shall, on request, be executed,
acknowledged and delivered by the Issuer.  In case any separate or Co-Trustee,
or a successor to either, shall die, become incapable of acting, resign or be
removed, all the estates, properties, rights, powers, trusts, duties and
obligations of such separate or Co-Trustee, so far as permitted by law, shall
vest in and be exercisable by the Trustee until the appointment of a new
Trustee or successor to such separate or Co-Trustee.

         Section 10.19.  Intervention by Trustee.  In any judicial proceeding
to which the Issuer or the Company is a party and which in the opinion of the
Trustee and its Counsel has a substantial bearing on the interests of owners of
the Bonds, the Trustee may intervene on behalf of Bondholders and shall do so
if requested in writing by the owners of at last 25% in principal amount of
Bonds then Outstanding and furnished indemnity.  The rights and obligations of
the Trustee under this Section are subject to the approval of a court of
competent jurisdiction.

         Section 10.20.  Preferential Collection of Claims against Company.
(a)  Subject to subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within three months prior to a default, as defined in subsection (c) of
this Section 10.20, or subsequent to such a default, then, unless and until
such default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually and the Bondholders:

                 (1)  an amount equal to any and all reductions in the amount
         due and owing upon any claim as such creditor in respect of principal
         or interest, effected after the beginning of such three months' period
         and valid as against the Company and its other creditors, except any
         such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this subsection, or from the
         exercise of any right of set-off which the Trustee could have
         exercised if a petition in bankruptcy had been





                                       46

<PAGE>   53
         filed by or against the Company upon the date of such default; and

                 (2)  all property received by the Trustee in respect of any
         claim as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such three months' period, or an amount equal to the proceeds of
         any such property, if disposed of, subject, however, to the rights, if
         any, of the Company and its other creditors in such property or such
         proceeds.

         Nothing herein contained, however, shall affect the right of the
Trustee

                          (A)  to retain for its own account (i) payments made
         on account of any such claim by any person (other than the Company)
         who is liable thereon, and (ii) the proceeds of the bona fide sale of
         any such claim by the Trustee to a third person, and (iii)
         distributions made in cash, securities or other property in respect of
         claims filed against the Company in bankruptcy or receivership or in
         proceedings for reorganization pursuant to the Bankruptcy Act or
         applicable state law;

                          (B)  to realize, for its own account, upon any
         property held by it as security for any such claim, if such property
         was so held prior to the beginning of such three months' period;

                          (C)  to realize, for its own account, but only to the
         extent of the claim hereinafter mentioned, upon any property held by
         it as security for any such claim, if such claim was created after the
         beginning of such three months' period and such property was received
         as security therefor simultaneously with the creation thereof, and if
         the Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to
         believe that a default as defined in subsection (c) of this Section
         would occur within three months; or

                          (D)  to receive payment on any claim referred to in
         paragraph (B) or (C), against the release of any property held as
         security for such claim as provided in paragraph (B) or (C), as the
         case may be, to the extent of the fair value of such property.

         For the purpose of paragraphs (B), (C) and (D), property substituted
after the beginning of such three months' period for property held as security
at the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in





                                       47

<PAGE>   54
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee and the Bondholders in such manner that the Trustee and the
Bondholders realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Bankruptcy
Act or applicable state law, the same percentage of their respective claims,
figured before crediting to the claim of the Trustee anything on account of the
receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and the
Bondholders dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Bankruptcy
Act or applicable state law, but after crediting thereon receipts on account of
the indebtedness represented by their respective claims from all sources other
than from such dividends and from the funds and property so held in such
special account.  As used in this paragraph, with respect to any claim, the
term "dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the
Bankruptcy Act or applicable state law, whether such distribution is made in
cash, securities, or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim.  The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee and the
Bondholders, in accordance with the provisions of this paragraph, the funds and
property held in such special account and the proceeds thereof, or (ii) in lieu
of such apportionment, in whole or in part, to give to the provisions of this
paragraph due consideration in determining the fairness of the distributions to
be made to the Trustee and the Bondholders with respect to their respective
claims, in which event it shall not be necessary to liquidate or to appraise
the value of any securities or other property held in such special account or
as security for any such claim, or to make a specific allocation of such
distributions as between the secured and unsecured portions of such claims, or
otherwise to apply the provisions of this paragraph as a mathematical formula.

         Any Trustee which has resigned or been removed after the beginning of
such three months' period shall be subject to the provisions of this subsection
as though such resignation or removal had not occurred.  If any Trustee has
resigned or been removed prior to the beginning of such three months' period,
it





                                       48

<PAGE>   55
shall be subject to the provisions of this subsection if and only if the
following conditions exist:

                          (i)  the receipt of property or reduction of claim,
         which would have given rise to the obligation to account, if such
         Trustee had continued as trustee, occurred after the beginning of such
         three months' period; and

                          (ii) such receipt of property or reduction of claim
         occurred within three months after such resignation or removal.

         (b)  There shall be excluded from the operation of subsection (a) of
this Section 10.20, a creditor relationship arising from

                          (1)  the ownership or acquisition of securities
         issued under any indenture, or any series of securities having a
         maturity of one year or more at the time of acquisition by the
         Trustee;

                          (2)  advances authorized by a receivership or
         bankruptcy court of competent jurisdiction, or by this Indenture, for
         the purpose of preserving any property which shall at any time be
         subject to the lien of this Indenture or of discharging tax liens or
         other prior liens or encumbrances thereon, if notice of such advance
         and of the circumstances surrounding the making thereof is given to
         the Bondholders at the time and in the manner provided in this
         Indenture;

                          (3)  disbursements made in the ordinary course of
         business in the capacity of trustee under an indenture, transfer
         agent, registrar, custodian, paying agent, fiscal agent or depositary,
         or other similar capacity;

                          (4)  an indebtedness created as a result of services
         rendered or premises rented; or an indebtedness created as a result of
         goods or securities sold in a cash transaction as defined in
         subsection (c) of this Section;

                          (5)  the ownership of stock or of other securities of
         a corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; or

                          (6)  the acquisition, ownership, acceptance or
         negotiation of any drafts, bills of exchange, acceptances or
         obligations which fall within the classification of self-liquidating
         paper as defined in subsection (c) of this Section.





                                       49

<PAGE>   56
                 (c)  For the purposes of this Section 10.20 only:

                          (1)  The term "default" means any failure to make
         payment in full of the principal of or interest on any of the Bonds
         when and as such principal or interest becomes due and payable.

                          (2)  The term "other indenture securities" means
         securities upon which the Company is an obligor outstanding under any
         other indenture (i) under which the Trustee is also trustee, (ii)
         which contains provisions substantially similar to the provisions of
         this Section, and (iii) under which a default exists at the time of
         the apportionment of the funds and property held in such special
         account.

                          (3)  The term "cash transaction" means any
         transaction in which full payment for goods or securities sold is made
         within 7 days after delivery of the goods or securities in currency or
         in checks or other orders drawn upon banks or bankers and payable upon
         demand.

                          (4)  The term "self-liquidating paper" means any
         draft, bill of exchange, acceptance or obligation which is made,
         drawn, negotiated or incurred by the Company for the purpose of
         financing the purchase, processing, manufacture, shipment, storage or
         sale of goods, wares or merchandise and which is secured by documents
         evidencing title to, possession of, or a lien upon, the goods, wares
         or merchandise or the receivables or proceeds arising from the sale of
         the goods, wares or merchandise previously constituting the security,
         provided the security is received by the Trustee simultaneously with
         the creation of the creditor relationship with the Company arising
         from the making, drawing, negotiating or incurring of the draft, bill
         of exchange, acceptance or obligation.

         Section 10.21.  Company to Furnish Trustee Certain Information;
Preservation of Information; Communication to Bondholders.  (a) The Company
shall furnish or cause to be furnished to the Trustee semi-annually, not less
than 45 days nor more than 60 days after each semi-annual interest payment
date, and at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require containing all the information in the
possession or control of the Company, or any of its paying agents, as to the
names and addresses of the holders of the Bonds unless the Trustee shall be
appointed by the Issuer as Bond Registrar.  The Trustee shall preserve, in as
current a form as is reasonably practicable, all such information furnished to
it or received by it in the capacity of paying agent.





                                       50

<PAGE>   57
         (b)  If three or more holders of Bonds (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Bond for a period of at
least six months preceding the date of such application, stating that the
applicants desire to communicate with other holders of Bonds with respect to
their rights under this Indenture or under the Bonds and such application is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five business
days after the receipt of such application, at its election, either

                 (i) afford such applicants access to all information so
furnished to it or received by it, or

                 (ii) inform such applicants as to the approximate number of
holders of Bonds according to the most recent information so furnished to it or
received by it, and as to the approximate cost of mailing to such Bondholders
the form of proxy or other communication, if any, specified in such
application.

         If the Trustee shall elect not to afford the applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Bondholder a copy of the form of proxy or other communication
which is specified in such request, with reasonable promptness after a tender
to the Trustee of the material to be mailed and of payment, or provision for
the payment, of the reasonable expenses of mailing, unless within 5 days after
such tender, the Trustee shall mail to such applicants and file with the SEC
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interests of the holders of the Bonds or would be in violation of
applicable law.  Such written statement shall specify the basis of such
opinion.  After opportunity for hearing upon the objections specified in the
written statement so filed, the SEC may, and if demanded by the Trustee or by
such applicants shall, enter an order either sustaining one or more of such
objections or refusing to sustain any or all of such objections.  If, after the
entry of an order sustaining one or more of such objections, the SEC shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Bondholders with reasonable
promptness after the entry of such order and the renewal of such tender.

         (c)  Each and every Bondholder, by receiving and holding the same,
agrees with the Issuer, the Company and the Trustee that neither the Issuer,
the Company, the Trustee nor any Paying Agent shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Bondholders in accordance with a request made under paragraph (b)
hereof.





                                       51

<PAGE>   58
         Section 10.22.  Compliance Certificates and Opinions.  (a) Upon any
application or request by the Issuer to the Trustee to take any action under
any provision of this Indenture, the Issuer or the Company shall furnish to the
Trustee an officer's 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, who may be counsel for the Issuer or
the Company and shall be appointed by order of the Issuer, signed in the name
of the Issuer by the Executive Director or Secretary, 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.

         (b)  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 10.24(a)) shall include (1) a statement that the
person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinion contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

         Section 10.23.  Reports by Trustee.  (a) Within 60 days after May 15,
in each year commencing with May 15, 1995, the Trustee shall submit to the
Bondholders, as required by the Trust Indenture Act, as amended, as provided in
subsection (c) of this Section 10.23, a brief report dated as of such reporting
date with respect to:

         (1)  any change to its eligibility and its qualifications under
Sections 10.02 and 10.11;

         (2)  the creation of or any material change to the relationships
specified in paragraphs (1) through (10) of Section 10.11(c);

         (3)  the character and amount of any advances made by the Trustee, as
trustee, which remain unpaid on the date of such report, and for the
reimbursement of which it claims or may claim a lien or charge, prior to that
of the Bonds, on the trust estate or any property or funds held or collected by
it as Trustee, except that the Trustee shall not be required (but may elect) to





                                       52

<PAGE>   59
report such advances if such advances so remaining unpaid aggregate not more
than 1/2 of 1% of the principal amount of the Bonds Outstanding on the date of
such report;

         (4)  the amount, interest rate and maturity date of all other
indebtedness owing by the Company to the Trustee in its individual capacity, on
the date of such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a creditor
relationship arising in any manner described in Section 10.20(b)(2), (3), (4)
or (6);

         (5)  any change to the property and funds, if any, physically in the
possession of the Trustee on the date of such report;

         (6)  any change to any release, or release and substitution, of
property subject to the lien of this Indenture (and the consideration therefor,
if any) which it has not previously reported;

         (7)  any additional issue of Bonds which it has not previously
reported; and

         (8)  any action taken by the Trustee in the performance of its duties
hereunder which it has not previously reported and which in its opinion
materially affects the Bonds or the trust estate, except action in respect of a
default, notice of which has been or is to be withheld by the Trustee in
accordance with Section 10.06.

         (b)  The Trustee shall transmit to the Bondholders, as provided in
subsection (c) of this Section, a brief report with respect to (1) the release,
or release and substitution, of property subject to the lien of this Indenture
(and the consideration therefor, if any) unless the fair value of such
property, as set forth in the certificate or opinion required by paragraph (1)
of subsection (b) of Section 10.22, is less than 10% of the principal amount of
Bonds Outstanding at the time of such release, or such release and
substitution, such report to be so transmitted within 90 days after such time;
and (2) the character and amount of any advances (and if the Trustee elects so
to state, the circumstances surrounding the making thereof) made by the Trustee
(as such) since the date of the last report transmitted pursuant to subsection
(a) of this Section 10.23 (or if no such report has yet been so transmitted,
since the date of execution of this Indenture) for the reimbursement of which
it claims or may claim a lien or charge, prior to that of the Bonds, on the
trust estate or on property or funds held or collected by it as Trustee, and
which it has not previously reported pursuant to this subsection, except that
the Trustee shall not be required (but may elect) to report such advances if
such advances remaining unpaid at any time aggregate less than 10% of the





                                       53

<PAGE>   60
principal amount of the Bonds Outstanding at such time, such report to be
transmitted within 90 days after such time.

         (c)  Reports pursuant to this Section 10.23 shall be transmitted by
mail:

                 (1)  to all registered holders of Bonds, as the names and
addresses of such holders appear upon the registration books of the Company;

                 (2)  to such holders of Bonds as have, within the 2 years
preceding such transmission, filed their names and addresses with the Trustee
for that purpose; and

                 (3)  except in the case of reports pursuant to subsection (b)
of this Section 10.23, to all holders of Bonds whose names and addresses have
been furnished to or received by the Trustee pursuant to Section 10.21.

         (d)  A copy of each such report shall, at the time of such
transmission to Bondholders, be filed by the Trustee with each stock exchange
upon which the Bonds are listed and also with the SEC.  The Issuer will cause
the Company to notify the Trustee when the Bonds are listed on any stock
exchange.

         Section 10.24.  Reports of Company.  (a) The Company shall

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

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





                                       54

<PAGE>   61
         (3)  transmit to the holders of the Bonds, within 30 days after the
filing thereof with the Trustee, in the manner and to the extent provided in
Section 10.23(c), such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (1) and (2) of this
subsection as may be required by rules and regulations prescribed from time to
time by the SEC; and

         (4)  annually furnish to the Trustee a brief certificate from the
principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Issuer's compliance with
all conditions and covenants under this Indenture (without regard to any period
of grace or requirement of notice provided under this Indenture).

         (b)  The Company shall furnish to the Trustee:

                 (1)  promptly after the execution and delivery of this
Indenture, an opinion of counsel (who may be of counsel for the Issuer) either
stating that in the opinion of such counsel this Indenture has been properly
recorded and filed so as to make effective the lien intended to be created
thereby, and reciting the details of such action, or stating that in the
opinion of such counsel, no such action is necessary to make such lien
effective; and

                 (2)  annually furnish the Trustee with an opinion of counsel
(which may be of counsel for the Issuer or the Company) either stating that in
the opinion of such counsel such action has been taken with respect to the
recording, filing, rerecording, and refiling of this Indenture as is necessary
to maintain the lien of this Indenture, and reciting the details of such
action, or stating that in the opinion of such counsel no such action is
necessary to maintain the lien.

         (c)  The Company shall furnish to the Trustee a certificate or opinion
of an engineer, appraiser, or other expert as to the fair value -

                 (1)  of any property or securities to be released from the
lien of this Indenture, which certificate or opinion shall state that in the
opinion of the person making the same, the proposed release will not impair the
security under this Indenture in contravention of the provisions hereof, and
requiring further that such certificate or opinion shall be made by an
independent engineer, appraiser, or other expert, if the fair value of such
property or securities and of all other property or securities released since
the commencement of the then current calendar year, as set forth in the
certificates or opinions required by this paragraph, is 10% or more of the
aggregate principal amount of the Bonds at the time Outstanding; but such a
certificate or opinion of an independent engineer,





                                       55

<PAGE>   62
appraiser, or other expert shall not be required in the case of any release of
property or securities, if the fair value thereof as set forth in the
certificates or opinion required by this paragraph is less than $25,000 or less
than 1% of the aggregate principal amount of the Bonds at the time Outstanding;

                 (2)  to the Company of any securities (other than the Bonds
and securities secured by a lien prior to the lien of this Indenture upon
property subject to the lien of this Indenture), the deposit of which with the
Trustee is to be made the basis for the authentication and delivery of the
Bonds, the withdrawal of cash constituting a part of the trust estate or the
release of property or securities subject to the lien of this Indenture, and
requiring further that if the fair value to the Company of such securities and
of all other such securities made the basis of any such authentication and
delivery, withdrawal, or release since the commencement of the then current
calendar year, as set forth in the certificates or opinions required by this
paragraph, is 10% or more of the aggregate principal amount of the Bonds at the
time Outstanding, such certificate or opinion shall be made by an independent
engineer, appraiser, or other expert and, in the case of the authentication and
delivery of Bonds, shall cover the fair value to the Company of all other such
securities so deposited since the commencement of the current calendar year as
to which a certificate or opinion of an independent engineer, appraiser, or
other expert has not previously been furnished; but such a certificate of an
independent engineer, appraiser, or other expert shall not be required with
respect to any securities so deposited, if the fair value thereof to the
Company as set forth in the certificate or opinion required by this paragraph
is less than $25,000 or less than 1% of the aggregate principal amount of the
Bonds at the time Outstanding; and

                 (3)  to the Company of any property the subjection of which to
the lien of this Indenture is to be made the basis for the authentication and
delivery of the Bonds, the withdrawal of cash constituting a part of the trust
estate, or the release of property or securities subject to the lien of this
Indenture, and requiring further that if

                          (A)  within six months prior to the date of
acquisition thereof by the Company, such property has been used or operated, by
a person or persons other than such obligor, in a business similar to that in
which it has been or is to be used or operated by such obligor, and

                          (B)  the fair value to such obligor of such property
as set forth in such certificate or opinion is not less than $25,000 and not
less than 1% of the aggregate principal amount of the Bonds at the time
Outstanding,





                                       56

<PAGE>   63
such certificate or opinion shall be made by an independent engineer,
appraiser, or other expert and, in the case of the authentication and delivery
of the Bonds, shall cover the fair value to the obligor of any property so used
or operated which has been so subjected to the lien of this Indenture since the
commencement of the then current calendar year, and as to which a certificate
or opinion of an independent engineer, appraiser, or other expert has not
previously been furnished.

         Any such certificate or opinion may be made by an officer or employee
of the Company who is duly authorized to make such certificate or opinion from
time to time except in cases in which this subsection requires that such
certificate or opinion be made by an independent person.  In such cases, such
certificate or opinion shall be made by an independent engineer, appraiser, or
other expert selected or approved by the Trustee in the exercise of reasonable
care.

         (d)  The Company shall respond to all reasonable requests for
information by the Trustee in connection with its reporting obligations
pursuant to Section 10.23.

         Section 10.25.  Debenture Transfer Restriction.  The Trustee
acknowledges and agrees that it will not sell, transfer, pledge or otherwise
dispose of the Debentures, including the Series 1994 Debenture, except as a
whole to a successor trustee for the Bonds.



                                   ARTICLE XI

              ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

         Section 11.01.  Acts of Bondholders; Evidence of Ownership.  Any
action to be taken by Bondholders may be evidenced by one or more concurrent
written instruments of similar tenor signed or executed by such Bondholders in
person or by agent appointed in writing.  The fact and date of the execution by
any person of any such instrument may be proved by acknowledgment before a
notary public or other officer empowered to take acknowledgments of deeds or by
an affidavit of a witness to such execution.  Where such execution is by an
officer of a corporation or a member of a partnership, on behalf of such
corporation or partnership, 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.  The
ownership of Bonds shall be proved by the Bond Register.  Any action by the
owner of any Bond shall bind all future owners of the same Bond in respect of
anything done or suffered by the Issuer or the Trustee in pursuance thereof.





                                       57

<PAGE>   64
         Section 11.02.  Voting of Debentures.  Where the Debenture Indenture
Trustee is required or permitted to take any action under the Debenture
Indenture upon the direction, authorization, consent, notice or request of the
holders of a specified percentage of principal amount of Debentures outstanding
thereunder or of outstanding Debentures thereunder and the Bondholders would be
adversely affected by such action, including acceleration of the maturity of
such Debentures under the Debenture Indenture, the time, method and place of
proceedings and waivers of events of default as provided in the Debenture
Indenture and amendments of the Debenture Indenture, each Bondholders shall be
deemed the holder of its pro-rata portion of the principal amount of Debentures
and shall have the right to direct the Trustee whether or not to render such
direction, authorization, consent, notice or request under the Debenture
Indenture in respect of such Bondholder's pro-rata portion, whereupon the
Trustee shall notify the Debenture Indenture Trustee of the action to be taken
in respect of the applicable principal amount of Debentures.


                                  ARTICLE XII.

                           AMENDMENTS AND SUPPLEMENTS

         Section 12.01.  Amendments and Supplements Without Bondholders'
Consent.  This Indenture may be amended or supplemented at any time and from
time to time, without notice to or the consent of the Bondholders by a
supplemental indenture authorized by a Certified Resolution filed with the
Trustee, and consented to by the Company, for one or more of the following
purposes:

                 A.  to set forth any or all of the matters in connection with
         the issuance of additional Bonds required by Section 3.02 hereof;

                 B.  to add additional covenants of the Issuer or to surrender
         any right or power herein conferred upon the Issuer; and

                 C.  to cure any ambiguity or to cure, correct or supplement
         any defective provision of this Indenture in such manner as shall not
         be inconsistent with this Indenture and shall not impair the security
         hereof or adversely affect the Bondholders.

         Section 12.02.  Amendments With Bondholders' Consent.  This Indenture
may be amended from time to time with the prior written consent of the Company,
except with respect to (1) the principal, premium, if any, or interest payable
upon any Bond, (2) the dates of maturity or redemption provisions of any Bonds,
and (3) this





                                       58

<PAGE>   65
Article XII, by a supplemental indenture approved by the owners of at least
66-2/3% in principal amount of the Bonds then Outstanding; provided, that
amendments may be made which adversely affect one or more but less than all the
Outstanding Bonds with the consent of the owners of at least 66-2/3% in
principal amount of the Outstanding Bonds so affected.  This Indenture may be
amended with respect to the matters enumerated in clauses (1) to (3) of the
preceding sentence only with the unanimous consent of all owners of Bonds then
Outstanding and the Company.

         Section 12.03.  Amendment of Agreement; Debenture Indenture.  If the
Issuer or the Company proposes to amend the Agreement, the Debentures or the
Debenture Indenture, the Trustee may consent thereto; provided, that if such
proposal would amend the Agreement, the Debentures or the Debenture Indenture
in such a way as would adversely affect the interests of the Bondholders, the
Trustee shall notify Bondholders of the proposed amendment and may consent
thereto with the consent of the owners of at least 66-2/3% in principal amount
of the Bonds then Outstanding; provided, that no amendment shall be consented
to by the Trustee which would (1) decrease the amounts payable under the
Agreement or the Debentures, (2) change the date of payment or prepayment
provisions under the Agreement or the Debentures, or (3) change any provisions
with respect to amendment; and further provided that no amendment shall be
consented to which so affects the rights of some but less than all the
Outstanding Bonds of any one series without the consent of the owners of at
least 66-2/3% in principal amount of the Outstanding Bonds so affected.

         Section 12.04.  Trustee Authorized to Join in Amendments and
Supplements; Reliance on Counsel.  The Trustee is authorized to join with the
Issuer in the execution and delivery of any supplemental indenture or amendment
permitted by this Article XII and in so doing shall be fully protected by an
opinion of Counsel that such supplemental indenture or amendment is so
permitted and has been duly authorized by the Issuer and that all things
necessary to make it a valid and binding agreement have been done.


                                 ARTICLE XIII.

                                   DEFEASANCE

         Section 13.01.  Defeasance.  When the principal or redemption price
(as the case may be) of, and premium, if any, and interest on, all Bonds issued
hereunder, and all other amounts due under this Indenture or the Agreement have
been paid, or provision has been made for payment of the same, together with
all other sums payable hereunder by the Issuer, the Trustee's right, title and
interest in the Agreement and the Debentures and





                                       59

<PAGE>   66
the moneys payable thereunder shall thereupon cease and the Trustee, on demand
of the Issuer, shall release this Indenture in respect thereto and shall
execute such documents to evidence such release as may be reasonably required
by the Issuer and shall turn over to the Company or its assigns all balances
then held by it hereunder not required for the payment of the Bonds and such
other sums.  If such payment or provision therefor has been made with respect
to all the Bonds of any one series, the interest of the Trustee in the
Agreement and the related Debentures shall cease in respect of such series, and
the Trustee shall take similar action for the release of this Indenture with
respect to such series.

        Without limiting the generality of the foregoing, provision for the
payment of Bonds shall be deemed to have been made (a) upon the delivery to the
Trustee of (i) cash in an amount sufficient to make all payments specified
above, or (ii) non-callable direct obligations of the United States of America
maturing on or before the date or dates when the payments specified above shall
become due, the principal amount of which and the interest thereon, when due,
is or will be, in the aggregate, sufficient without reinvestment to make all
such payments, or (iii) any combination of cash and such obligations; and (b)
any Bonds to be redeemed prior to maturity shall have been duly called for
redemption or irrevocable instructions to call such Bonds for redemption shall
have been given to the Trustee.  The Trustee shall also receive evidence
satisfactory to it that the cash and government obligations delivered will be
sufficient to provide for the payment of the Bonds as aforesaid, and the
Trustee shall have received from, or there shall have been 
published by, the Internal Revenue Service a ruling or regulation 
which, in the opinion of Counsel (who may be counsel for the
Company) provides that (i) the Bondholders will not recognize income, gain or
loss for federal income tax purposes as a result of such payment and defeasance
and will be subject to federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such payment and
defeasance had not occurred and (ii) the Bonds, if then listed on any
securities exchange, will not be delisted as a result of such payment and
defeasance.  Neither the obligations nor moneys deposited with the Trustee
pursuant to this Section shall be withdrawn or used for any purpose other than,
and shall be segregated and held in trust for, the payment of the principal or
redemption price of, and premium, if any, and interest, on the Bonds.  In the
event that such moneys or obligations are to be applied to the payment of
principal or redemption price of any Bonds more than 60 days following the
deposit thereof with the Trustee, the Trustee shall provide notice in the same
manner as provided in Section 7.02 stating that such moneys or obligations have
been deposited and identifying the Bonds for the payment of which such moneys
or obligations are being held.





                                       60

<PAGE>   67
                                  ARTICLE XIV.

                            MISCELLANEOUS PROVISIONS

         Section 14.01.  No Personal Recourse.  No recourse shall be had for
any claim based on the Indenture or the Bonds, including but not limited to the
payment of the principal or redemption price of, or premium, if any, or
interest on, the Bonds, against any member, officer, agent or employee, past,
present or future, of the Issuer or of any successor body, as such, either
directly or through the Issuer or any such successor body, under any
constitutional provision, statute or rule of law or by the enforcement of any
assessment or penalty or by any legal or equitable proceeding or otherwise.

         Section 14.02.  Deposit of Funds for Payment of Bonds.  If there are
on deposit with the Trustee funds (including proceeds of government obligations
as provided in Section 13.01) sufficient to pay the principal of any Bonds
becoming due, either at maturity or by call for redemption or otherwise,
together with the premium, if any, and all interest accruing thereon to the due
date, all interest on such Bonds shall cease to accrue on the due date and all
liability of the Issuer with respect to such Bonds shall likewise cease, except
as hereinafter provided.  Thereafter the owners of such Bonds shall be
restricted exclusively to the funds so deposited for any claim of whatsoever
nature with respect to such Bonds and the Trustee shall hold such funds in
trust for such owners.  In accordance with Section 5.3 of the Agreement except
to the extent payment is provided, from the Construction Fund, the Company will
pay the Issuer's expenses.

         Moneys (including proceeds of government obligations as provided in
Section 13.01) so deposited with the Trustee which remain unclaimed four years
after the date payment thereof becomes due shall, if the Issuer is not at the
time, to the knowledge of the Trustee, in default with respect to any covenant
in the Indenture or the Bonds, be paid to the Company upon receipt by the
Trustee of indemnity satisfactory to it, and the owners of the Bonds for which
the deposit was made shall thereafter be limited to a claim against the
Company; provided, however, that the Trustee, before making payment to the
Company, may cause a notice to be published once in an Authorized Newspaper,
stating that the moneys remaining unclaimed will be returned to the Company
after a specified date.

         Section 14.03.  No Rights Conferred on Others.  Nothing herein
contained shall confer any right upon any person other than the parties hereto,
the owners of the Bonds and the Company.

         Section 14.04.  Illegal, etc. Provisions Disregarded.  In case any
provision in this Indenture or the Bonds shall for any reason be held invalid,
illegal or unenforceable in any respect,





                                       61

<PAGE>   68
this Indenture shall be construed as if such provision had never been contained
herein.

         Section 14.05.  Substitute Notice.  If for any reason it shall be
impossible to make publication of any notice required hereby in an Authorized
Newspaper, then such publication in lieu thereof as shall be made with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

         Section 14.06.  Notices to Trustee and Issuer.  Any notice to or
demand upon the Trustee may be served, presented or made at its principal
corporate trust office at 300 Crescent Court, Suite 850, Dallas, Texas 75201.
Any notice to or demand upon the Issuer shall be deemed to have been
sufficiently given or served by the Trustee for all purposes by being sent by
registered United States mail to the Mississippi Business Finance Corporation,
1200 Walter Sillers Building, Jackson, Mississippi, 39201, Attn:  Executive
Director, or such other address as may be filed in writing by the Issuer with
the Trustee. Any notice to the Company shall be given as provided in Section
7.1 of the Agreement.  Any notice provided to any party shall be given
contemporaneously to the Company.

         Section 14.07.  Successors and Assigns.  All the covenants, promises
and agreements in this Indenture contained by or on behalf of the Issuer, or by
or on behalf of the Trustee, shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed or not.

         Section 14.08.  Headings for Convenience Only.  The descriptive
headings in this Indenture are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         Section 14.09.  Counterparts.  This Indenture may be executed in any
number of counterparts, each of which when so executed and delivered shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

         Section 14.10.  Information Under Commercial Code.  The following
information is stated in order to facilitate filings under the Uniform
Commercial Code:

                 The secured party is Bank of America Texas, National
         Association, Trustee.  Its address from which information concerning
         the security interest may be obtained is 300 Crescent Court, Suite
         850, Dallas, Texas 75201.  The debtor is Mississippi Business Finance
         Corporation.  Its mailing address is 1200 Walter Sillers Building,
         Jackson, Mississippi 39201.





                                       62

<PAGE>   69
         Section 14.11.  Credits on Debentures.  In addition to any credit,
payment or satisfaction expressly provided for under the provisions of this
Indenture in respect of the Debentures, the Trustee shall make credits against
amounts otherwise payable in respect of the related Debentures in an amount
corresponding to (a) the principal amount of any Bond surrendered to the
Trustee by the Company or the Issuer, or purchased by the Trustee, for
cancellation and (b) the amount of money held by the Trustee and
 available and designated for the payment of principal or redemption price of,
and/or interest on, the Bonds, regardless of the source of payment to the
Trustee of such moneys.  The Trustee shall promptly notify the Company when
such credits arise.

         Section 14.12.  Payments Due On Saturdays, Sundays and Holidays.  In
any case where the date of maturity of interest on or principal of the Bonds or
the date fixed for redemption of any bonds shall be a Saturday or Sunday or a
legal holiday or a day on which banking institutions in the city of payment are
authorized by law to close, then payment of interest, premium, if any, or
principal or redemption price need not be made on such date but may be made on
the next succeeding business day with the same force and effect as if made on
the date of maturity or the date fixed for redemption, and no interest on such
payment shall accrue for the period after such date.

         Section 14.13.  Applicable Law.  This Indenture shall be governed by
and construed in accordance with the laws of the State of Mississippi.

         Section 14.14.  Conflict with the Trust Indenture Act.  If this
Indenture is qualified under the Trust Indenture Act of 1939, as amended, and
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in this Indenture or is incorporated
into this Indenture by any of the provisions of said Trust Indenture Act, such
required provision shall control.

         IN WITNESS WHEREOF, intending to be legally bound, the Mississippi
Business Finance Corporation has caused this Indenture to be executed by the
Executive Director and its corporate seal to be hereunto affixed and attested
by its Secretary, and Bank of America Texas, National Association, as Trustee,
has caused this Indenture to be executed by one of its Vice-Presidents and its
seal to be hereunto affixed and attested





                                       63

<PAGE>   70
by one of its duly authorized officers, all as of the day and year first above
written.


<TABLE>
<S>                                                         <C>
{SEAL}                                                      MISSISSIPPI BUSINESS FINANCE
                                                              CORPORATION


Attest:____________________                                 By ______________________________________
       Secretary                                               Executive Director


                                                            BANK OF AMERICA TEXAS,
                                                             NATIONAL ASSOCIATION
{SEAL}                                                      Trustee



Attest:_____________________                                By ______________________________________
</TABLE>


                           ENDORSEMENT AND JOINDER

Insofar as any Bonds authenticated and delivered under this Indenture may be
deemed, pursuant to Rule 131 under the Securities Act of 1933, to include a
separate security in the form of undivided interests in the Agreement, the
Company hereby endorses and joins in the execution of this Indenture as the
issuer of such security.

(SEAL)                                           KIMBERLY-CLARK CORPORATION


Attest: ___________________                  By: _____________________
        Donald M. Crook                          W. Anthony Gamron
        Secretary                                Vice President and Treasurer




                           
                                       64

<PAGE>   71
STATE OF MISSISSIPPI

COUNTY OF HINDS

         Personally appeared before me, the undersigned authority in and for
the jurisdiction aforesaid within named _________________ and ________________,
who acknowledged to me that they are the Executive Director and the Secretary,
respectively, of the Mississippi Business Finance Corporation, a public 
corporation organized and existing under the laws of the State of Mississippi,
and that for and on behalf of said corporation and as its act and deed, they 
executed and sealed the above and foregoing instrument on the day and in the 
year therein mentioned, they being first duly authorized so to do by said 
corporation.

         GIVEN under my hand and official seal, this the ___ day of
____________, 1994.

                                           _____________________________________
                                           Notary Public 

                                           My Commission Expires:

                                           _____________________________________

(SEAL)





                                       65

<PAGE>   72
STATE OF ____________                                                          
                                                                               
COUNTY OF ___________                                                          
                                                                               
         Personally appeared before me, the undersigned authority in and for   
the jurisdiction aforesaid, the within named ___________________________ and   
___________________________________, who acknowledged to me that they are the  
_____________________ and ______________________, respectively, of Bank of     
America Texas, National Association, as trustee (the "Trustee"), a national    
banking association duly organized and existing under the laws of the United   
States of America, having its principal corporate trust office in Dallas,      
Texas, and that for and on behalf of the Trustee and as its act and deed, they 
executed and sealed the above and foregoing instrument on the day and in the   
year therein mentioned, being first duly authorized so to do by the Trustee.   
                                                                               
         GIVEN under my hand and official seal, this ______ day of             
______________, 1994.                                                          
                                                                               
                                           _____________________________________
                                           Notary Public                       
                                                                               
                                           My Commission Expires:              
                                                                               
                                           _____________________________________
(SEAL)                                                                         

   
STATE OF ____________                                                          
                                                                               
COUNTY OF ___________                                                          
                                                                               
         Personally appeared before me, the undersigned authority in and for   
the jurisdiction aforesaid, the within named ___________________________ and   
___________________________________, who acknowledged to me that they are the  
_____________________ and ______________________, respectively, of
Kimberly-Clark Corporation, a Delaware corporation, having its principal 
corporate offices in Dallas, Texas, and that for and on behalf of said
corporation and as its act and deed, they executed and sealed the above and 
foregoing instrument on the day and in the year therein mentioned, being first 
duly authorized so to do by said corporation.
                                                                               
         GIVEN under my hand and official seal, this ______ day of             
______________, 1994.                                                          
                                                                               
                                           ____________________________________
                                           Notary Public                       
                                                                               
                                           My Commission Expires:              
                                                                               
                                           ____________________________________
(SEAL)                                                                         

    



                                      66

<PAGE>   73
                                   EXHIBIT A

                        BOOK-ENTRY-ONLY MUNICIPAL BONDS

         .
                           LETTER OF REPRESENTATIONS
                     {To be Completed by Issuer and Agent}

                    MISSISSIPPI BUSINESS FINANCE CORPORATION
                                {Name of Issuer}

                  BANK OF AMERICA TEXAS, NATIONAL ASSOCIATION
                                {Name of Agent}
                                                                           1994
                                                                          ------
                                                                          (Date)
Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street; 49th Floor
New York, NY 10041-0099

         Re:     Mississippi Business Finance Corporation Industrial 
                 Development Revenue Bonds, Series 1994 (Kimberly-
                 Clark Corporation Project)
                              (Issue Description)

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the above-referenced issue (the "Bonds"). Agent will act as
trustee, paying agent, fiscal agent, or other agent of Issuer with respect to
the Bonds. The Bonds will be issued pursuant to a trust indenture, bond
resolution, or other such document authorizing the issuance of the Bonds dated
__________, 1994 (the "Document").  Goldman, Sachs & Co. ("Underwriter") is 
distributing the Bonds through The Depository Trust Company ("DTC").

         To induce DTC to accept the Bonds as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Bonds, Issuer and
Agent, if any, make the following representations to DTC:

<PAGE>   74
         1. Prior to closing on the Bonds on _______, 1994, there shall be
deposited with DTC one Bond certificate registered in the name of DTC's
nominee, Cede & Co., for each stated maturity of the Bonds in the face amounts
set forth on Schedule A hereto, the total of which represents 100% of the
principal amount of such Bonds. If, however, the aggregate principal amount of
any maturity exceeds $150 million, one certificate will be issued with respect
to each $150 million of principal amount and an additional certificate will be
issued with respect to any remaining principal amount. Each $150 million Bond
certificate shall bear the following legend:

            Unless this certificate is presented by an authorized representative
         of The Depository Trust Company, a New York corporation ("DTC"), to
         Issuer or its agent for registration of transfer, exchange, or
         payment, and any certificate issued is registered in the name of Cede
         & Co. or in such other name as is requested by an authorized
         representative of DTC (and any payment is made to Cede & Co. or to
         such other entity as is requested by an authorized representative of
         DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
         BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
         hereof, Cede & Co., has an interest herein.

         2. In the event of any solicitation of consents from or voting by
holders of the Bonds, Issuer or Agent shall establish a record date for such
purposes (with no provision for revocation of consents or votes by subsequent
holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date.

         3. In the event of a full or partial redemption or an advance
refunding of part of the outstanding Bonds, Issuer or Agent shall send a notice
to DTC specifying: (a) the amount of the redemption or refunding; (b) in the
case of a refunding, the maturity date(s) established under the refunding; and
(c) the date such notice is to be mailed to beneficial owners or published
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before the Publication
Date. Issuer or Agent shall forward such notice either in a separate secure
transmission for each CUSIP number or in a secure transmission for multiple
CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 days nor more than 60
days prior to the redemption date or, in the case of an advance refunding, the
date that the proceeds are deposited in escrow.

         4. In the event of an invitation to tender the Bonds, notice by Issuer
or Agent to Bondholders specifying the terms of the tender and the Publication
Date of such notice shall be sent to DTC by a secure means in the manner set
forth in the preceding Paragraph.

         5. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Bonds.

         6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to
DTC's Reorganization Department at (212) 709-6896 or (212) 709-6897, and
receipt of such notices shall be confirmed by telephoning (212) 709-6870.
Notices to DTC pursuant to Paragraph 2 by mail or by any other means shall be
sent to:

                 Supervisor; Proxy
                 Reorganization Department
                 The Depository Trust Company
                 7 Hanover Square; 23rd Floor
                 New York, NY 10004-2695




                                     -2-

<PAGE>   75
         7. Notices to DTC pursuant to Paragraph 3 by telecopy shall be sent to
DTC's Call Notification Department at (516) 227-4164 or (516) 227-4190. If the
party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (516)
227-4070. Notices to DTC pursuant to Paragraph 3 by mail or by any other means
shall be sent to:

                 Call Notification Department
                 The Depository Trust Company
                 711 Stewart Avenue
                 Garden City, NY 11530-4719

         8. Notices to DTC pursuant to Paragraph 4 and notices of other
actions (including mandatory tenders, exchanges, and capital changes) by
telecopy shall be sent to DTC's Reorganization Department at (212) 709-1093 or
(212) 709-1094, and receipt of such notices shall be confirmed by telephoning
(212) 709-6884. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:

                 Manager; Reorganization Department
                 Reorganization Window
                 The Depository Trust Company
                 7 Hanover Square; 23rd Floor
                 New York, NY 10004-2695

         9.  Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds on each payment date (or the
equivalent in accordance with existing arrangements between Issuer or Agent and
DTC).  Such payments shall be made payable to the order of Cede & Co.  Absent
any other existing arrangements, such payments shall be addressed as follows:

                 Manager Cash Receipts
                 Dividend Department
                 The Depository Trust Company
                 7 Hanover Square, 24th Floor
                 New York, NY 10004-2695

         Securities Eligible for DTC's Same-Day Funds Settlement ("SDFS") 
System.
         Other principal payments (redemption payments) shall be made in
same-day funds by Agent in the manner set forth in the SDFS Paying Agent
Operating Procedures, a copy of which previously has been furnished to Agent.

         10. DTC may direct Issuer or Agent to use any other telephone number
or address as the number or address to which notices or payments of interest or
principal may be sent.

         11. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Bonds outstanding or an advance refunding of part of the Bonds outstanding,
DTC, in its discretion: (a) may request Issuer or Agent to issue and
authenticate a new Bond certificate, or (b) may make an appropriate notation on
the Bond certificate indicating the date and amount of such reduction in
principal except in the case of final maturity, in which case the certificate
will be presented to Issuer or Agent prior to payment if required.




                                      -3-

<PAGE>   76
         12. In the event that Issuer determines that beneficial owners of
Bonds shall be able to obtain certificated Bonds, Issuer or Agent shall notify
DTC of the availability of Bond certificates. In such event, Issuer or Agent
shall issue, transfer and exchange Bond certificates in appropriate amounts, as
required by DTC and others.

         13. DTC may discontinue providing its services as securities
depository with respect to the Bonds at any time by giving reasonable notice
to Issuer or Agent (at which time DTC will confirm with Issuer or Agent the
aggregate principal amount of Bonds outstanding). Under such circumstances, at
DTC's request Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates
evidencing Bonds to any DTC Participant having Bonds credited to its DTC
accounts.

         14. Nothing herein shall be deemed to require Agent to advance funds 
on behalf of Issuer.


<TABLE>
<S>                                                                         <C>
Notes:                                                                      Very truly yours,
- ------                                                                                       

A. If there is an Agent (as defined in this Letter of                       MISSISSIPPI BUSINESS
Representations), Agent as well as Issuer must sign this                    FINANCE CORPORATION                
Letter. If there is no Agent, in signing this Letter Issuer itself          -----------------------------------
undertakes to perform all of the obligations set forth                                   (Issuer)
herein.                                                                  
                                                                            By:                                
B. Under Rules of the Municipal Securities Rulemaking Board                    --------------------------------
relating to "good delivery", a municipal securities dealer must be             (Authorized Officer's Signature)
able to determine the date that a notice of a partial call or of an
advance refunding of a part of an issue is published (the                   BANK OF AMERICA TEXAS,
"publication date"). The establishment of such a publication date           NATIONAL ASSOCIATION               
is addressed in Paragraph 3 of the Letter.                                  -----------------------------------
                                                                                         (Agent)
C. Schedule B contains statements that DTC believes accurately   
describe DTC, the method of effecting book-entry transfers of               By:                                
securities distributed through DTC, and certain related matters.               --------------------------------
                                                                               (Authorized Officer's Signature)
                                                                
                                                                

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

By:
   -------------------------------
         (Authorized Officer)

cc:      Underwriter
         Underwriter's Counsel
</TABLE>





                                     -4-

<PAGE>   77
                                                                      SCHEDULE A

                                (Describe Issue)


CUSIP           Principal Amount          Maturity Date           Interest Rate
- -----           ----------------          -------------           -------------

<PAGE>   78
                                                                      SCHEDULE B

                       SAMPLE OFFICIAL STATEMENT LANGUAGE
                      DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (Prepared by DTC--bracketed material may be applicable only to certain issues)

         1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One fully-registered Security certificate will
be issued for {each issue of} the Securities, {each} in the aggregate principal
amount of such issue, and will be deposited with DTC. {If, however, the
aggregate principal amount of {any} issue exceeds $150 million, one certificate
will be issued with respect to each $150 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.}

         2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("indirect Participants").
The Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.

         3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners.  Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.

         4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

         5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

         {6. Redemption notices shall be sent to Cede & Co. If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.}

         7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the
Issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).

<PAGE>   79
         8. Principal and interest payments on the Securities will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on payable date
in accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, the Agent, or
the Issuer, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to DTC is the
responsibility of the Issuer or the Agent, disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.

         {9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to the
{Tender/Remarketing} Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to the {Tender/Remarketing} Agent. The
requirement for physical delivery of Securities in connection with a demand for
purchase or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's
records.}

         10. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to the Issuer or the Agent. Under such circumstances, in the event that
a successor securities depository is not obtained, Security certificates are
required to be printed and delivered.

         11. The Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository).  In
that event, Security certificates will be printed and delivered.

         12. The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Issuer believes to be
reliable, but the Issuer takes no responsibility for the accuracy thereof.




                                     -ii-

<PAGE>   80

                                   EXHIBIT B

                                  REQUISITION


Requisition No. ________                                       Dated:  _________
                 


Bank of America Texas, National Association
300 Crescent Court, Suite 850
Dallas, Texas  75201

Attention:  Corporate Trust Services

         Re:  Mississippi Business Finance Corporation Industrial Development
              Revenue Bonds, Series 1994 (Kimberly-Clark Corporation Project)

Sirs:

         On behalf of Kimberly-Clark Corporation (the "Company"), the
undersigned hereby requisitions from the funds representing the proceeds of the
sale of the above-captioned bonds (the "Bonds") issued by the Mississippi
Business Finance Corporation (the "Issuer"), which funds are held in the
Construction Fund (the "Construction Fund") established pursuant to the
provisions of Section 4.01 of the Trust Indenture (the "Indenture") between the
Issuer and Bank of America Texas, National Association, as Trustee (the
"Trustee"), the sum of $_____________ to be used to pay the amounts designated
on Schedule A which is attached hereto to the payees set forth on such schedule
("Schedule A").

         This requisition is executed by a person authorized to do so pursuant
to the provisions of Section 4.02 of the Indenture and is presented in
accordance with such Section.

         (1)  The payments set forth in Schedule A relate to the following
costs:  _________________________________________.

         (2)  All work and material referenced in (a)(1) above have been
incorporated into the Project substantially in accordance with the plans and
specifications therefor.

         The payments referenced on Schedule A are due, are proper charges
against the Construction Fund and have not been the subject of any previous
withdrawal therefrom or from any other funds representing proceeds of Bonds
issued by the Issuer on the Company's behalf.






<PAGE>   81
         Attached hereto are copies of statements in reasonable detail listing
the Costs of the Project to be paid to any contractors, materialmen or
suppliers or the Costs incurred or advanced by Company for which it is to be
reimbursed.

                                          KIMBERLY-CLARK CORPORATION


                                          _____________________________________
                                          Authorized Company Representative








<PAGE>   1
                                                                     EXHIBIT 4.4





________________________________________________________________________________


                   INDUSTRIAL DEVELOPMENT FINANCING AGREEMENT


                                    Between


                    MISSISSIPPI BUSINESS FINANCE CORPORATION


                                      and


                           KIMBERLY-CLARK CORPORATION



                                _______________

                         Dated as of __________ 1, 1994





________________________________________________________________________________

<PAGE>   2
                               TABLE OF CONTENTS


                                                                           Page
                                                                           ----
                 I.  BACKGROUND, REPRESENTATIONS AND FINDINGS.

                                  DEFINITIONS

section 1.1.    Background  . . . . . . . . . . . . . . . . . . . . . . . . . .
section 1.2.    Company Representations . . . . . . . . . . . . . . . . . . . .
section 1.3.    Issuer Findings and Representations . . . . . . . . . . . . . .
                                                                               
                         II.  CONSTRUCTION OF PROJECT.                         
                                                                               
section 2.1.    Title to Project  . . . . . . . . . . . . . . . . . . . . . . .
section 2.2.    Specifications of Project; Additions  . . . . . . . . . . . . .
                     and Changes  . . . . . . . . . . . . . . . . . . . . . . .
section 2.3.    Award of Construction Contracts . . . . . . . . . . . . . . . .
section 2.4.    Administration of Construction  . . . . . . . . . . . . . . . .
                     Contracts  . . . . . . . . . . . . . . . . . . . . . . . .
section 2.5.    Notices and Permits . . . . . . . . . . . . . . . . . . . . . .
section 2.6.    Additions and Changes to the Project  . . . . . . . . . . . . .
                                                                               
                         III.  FINANCING THE PROJECT.                          
                                                                               
section 3.1.    Issuance of Series 1994 Bonds . . . . . . . . . . . . . . . . .
section 3.2.    Construction Fund . . . . . . . . . . . . . . . . . . . . . . .
section 3.3.    Completion of Project . . . . . . . . . . . . . . . . . . . . .
section 3.4.    Deletion of Project Facilities  . . . . . . . . . . . . . . . .
                                                                               
                            IV.  LOAN AND REPAYMENT                            
                                                                               
section 4.1.    Amount and Source of Loan . . . . . . . . . . . . . . . . . . .
section 4.2.    Repayment of Loan . . . . . . . . . . . . . . . . . . . . . . .
section 4.3.    Company Debentures  . . . . . . . . . . . . . . . . . . . . . .
section 4.4.    Acceleration of Payment to  . . . . . . . . . . . . . . . . . .
                     Redeem Bonds . . . . . . . . . . . . . . . . . . . . . . .
section 4.5.    No Defense of Set-Off . . . . . . . . . . . . . . . . . . . . .
section 4.6.    Assignment of Issuer's Rights . . . . . . . . . . . . . . . . .
                                                                               
                         V.  COVENANTS OF THE COMPANY
                                                                               
section 5.1.    Maintenance and Operation of Project  . . . . . . . . . . . . .
section 5.2.    Corporate Existence . . . . . . . . . . . . . . . . . . . . . .
section 5.3.    Payment of
 Trustee's Compensation and                          
                     Expenses . . . . . . . . . . . . . . . . . . . . . . . . .
section 5.4.    Payment of Issuer's Expenses  . . . . . . . . . . . . . . . . .
section 5.5.    Indemnity Against Claims  . . . . . . . . . . . . . . . . . . .
section 5.6.    Disclaimer; Limitation of Liability                            
                     of the Issuer  . . . . . . . . . . . . . . . . . . . . . .
section 5.7.    Payments of Ad Valorem Taxes  . . . . . . . . . . . . . . . . .
section 5.8.    Damage; Destruction and Eminent Domain  . . . . . . . . . . . .





                                       i

<PAGE>   3
section 5.9.    Company to Fulfill Indenture Requirements . . . . . . . . . . .
                                                                               
                      VI.  EVENTS OF DEFAULT AND REMEDIES                      
                                                                               
section 6.1.    Events of Default . . . . . . . . . . . . . . . . . . . . . . .
section 6.2.    Payment on Default; Suit Therefor . . . . . . . . . . . . . . .
section 6.3.    Cumulative Rights . . . . . . . . . . . . . . . . . . . . . . .
                                                                               
                              VII.  MISCELLANEOUS                              
                                                                               
section 7.1.    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .
section 7.2.    Assignments . . . . . . . . . . . . . . . . . . . . . . . . . .
section 7.3.    Illegal, etc. Provisions Disregarded  . . . . . . . . . . . . .
section 7.4.    Applicable Law  . . . . . . . . . . . . . . . . . . . . . . . .
section 7.5.    Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . .
section 7.6.    Amounts Remaining in Bond Fund or                              
                     Construction Fund  . . . . . . . . . . . . . . . . . . . .
section 7.7.    Term of Agreement . . . . . . . . . . . . . . . . . . . . . . .
                                                                               
EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULE A - Project Description  . . . . . . . . . . . . . . . . . . . . . A-1
SCHEDULE B - Form of Series 1994 Debenture  . . . . . . . . . . . . . . . . B-1





                                      ii

<PAGE>   4
         INDUSTRIAL DEVELOPMENT FINANCING AGREEMENT, dated as of __________ 1,
1994 (the "Agreement") between MISSISSIPPI BUSINESS FINANCE CORPORATION, a
public corporation of the State of Mississippi (the "Issuer") and
KIMBERLY-CLARK CORPORATION, a Delaware corporation (the "Company").

         WHEREAS, the Issuer is authorized by the provisions of Section
57-10-401,et seq., Mississippi Code of 1972, as amended and supplemented (the
"Act"), to, among other things, provide and finance economic development
projects in order to promote, foster and support economic development within
the State; and

         WHEREAS, the Issuer is further authorized to issue revenue bonds for
the purpose of providing funds to pay all or a part of the cost of providing
and financing the aforementioned economic development projects; and

         WHEREAS, the Issuer has duly authorized as a project under the Act by
the Company:  the acquisition of the Equipment (as hereinafter defined) to be
located in Alcorn County, Mississippi (the "Project Site"), and certain
improvements and facilities necessary or desirable for improvements to the
Project Site, which Equipment and improvements and facilities together shall
constitute the "Project"; and

         WHEREAS, the Issuer has obtained from the Mississippi Department of
Economic and Community Development, Certificate of Public Convenience and
Necessity No. 78-MBFC dated February 7, 1994, authorizing the Issuer to issue
the Series 1994 Bonds (as hereinafter defined); and

         WHEREAS, the Issuer has duly authorized the issuance of its
Mississippi Business Finance Corporation Industrial Development Revenue Bonds,
Series 1994 (Kimberly-Clark Corporation) (the "Series 1994 Bonds") pursuant to
the Act in the aggregate principal amount of $40,000,000 in order to loan the
proceeds thereof to the Company to finance the acquisition, construction,
installation and equipping of the Project pursuant to a contractual arrangement
whereby the amount of loan payments to be made to the Issuer by the Company
shall be sufficient to pay the principal of, premium, if any, and interest on
the Series 1994 Bonds as and when the same shall become due and payable; and

   
         WHEREAS, the Series 1994 Bonds are to be issued pursuant to and
secured by a trust indenture (the "Indenture") dated as of the date hereof, by
and among the Issuer, the Trustee (as hereinafter defined) and, for certain 
limited purposes, the Company; and
    

         WHEREAS, pursuant to the Indenture, the Issuer has assigned its rights
under this Agreement to the Trustee as security for the payment of the
principal of, premium, if any, and interest on the Series 1994 Bonds; and

<PAGE>   5
         WHEREAS, to evidence the obligation to pay all amounts payable under
this Agreement, including, but not limited to, all amounts necessary to pay the
principal of, premium, if any and interest on the Series 1994 Bonds, the
Company has authorized, executed and delivered its ____% Debenture due
______________, ____ (the "Series 1994 Debenture") to the Trustee;

         NOW, THEREFORE, the parties hereto agree as follows:

                 I.  Background, Representations and Findings.

         1.1     Background.  The Company has asked the Issuer to undertake the
financing of the costs of the Project consisting of certain equipment and
improvements for its plant in Alcorn County, Mississippi.  Schedule A to this
Agreement more particularly describes the Project.

         1.2     Company Representations. The Company  represents that:

                 (a)  It is a corporation duly organized and existing in good
         standing under Delaware law, qualified to do business in Mississippi,
         with full power and legal right to enter into this Agreement and to
         issue the Series 1994 Debenture and to perform its obligations
         hereunder and thereunder.  The making and performance of this
         Agreement on the Company's part and the issuance of the Series 1994
         Debenture have been duly authorized by all necessary corporate action,
         and will not violate or conflict with the Company's Restated
         Certificate of Incorporation, bylaws or any material agreement,
         indenture or other instrument by which the Company or its properties
         are bound.

                 (b)  The Company intends to operate the Project as a
         manufacturing facility for the manufacturing, assembling and
         processing of nonwoven material for disposable diapers and other
         products.

                 (c)  The financing of the Project will induce the Company to
         expand an industrial enterprise in the State in furtherance of the
         purposes of the Act.

                 (d)  The proceeds of the Series 1994 Bonds will not exceed by
         more than five percent (5%) the anticipated costs of the Project.

                 (e)  The Company has acquired or will acquire all permits and
         licenses and has satisfied or will satisfy other requirements
         necessary for the acquisition, construction, installation and
         operation of the Project.





                                       2

<PAGE>   6
         1.3     Issuer Findings and Representation.  The Issuer hereby confirms
its findings and represents that:

                 (a)  The Issuer is a public corporation of the State of
         Mississippi, and is authorized pursuant to the Act to enter into the
         transactions contemplated by this Agreement and to carry out its
         obligations hereunder.

                 (b)  The Issuer has the necessary power under the Act, and has
         duly taken all action on its part required to execute and deliver this
         Agreement and to undertake the financing of the Project.  The
         execution and performance of this Agreement by the Issuer will not
         violate or conflict with any instrument by which the Issuer or any of
         its properties is bound.

                 (c)  The Project constitutes an "economic development project"
         under the Act, and the undertaking of the financing for the Project by
         the Issuer will promote the public purposes of the Act and the welfare
         of the citizens of Alcorn County and the State of Mississippi.

                         II.  Construction of Project.

         2.1     Title to Project.  As between the Issuer and the Company, the
Company shall be the sole owner of the Project and the Issuer shall have no
title thereto.  As between the Issuer and the Company, the Company will be
entitled to physical possession and control of the Project at all times and
will be liable at all times for all risk, loss and damages with respect to or
in any manner relating to the Project.

         2.2     Specification of Project; Additions and Changes.  Pursuant to
the Act, the Issuer hereby authorizes the Company to provide for the
construction, acquisition and installation of the Project, as generally
described in Schedule A hereto, by any legal means available to the Company and
in the manner determined by the Company.  Subject to the provisions of the Act,
the Company may make additions to, deletions from and changes in the Project
from time to time and will supplement the information contained in Schedule A
by filing with the Issuer and the Trustee, hereinafter mentioned, such
supplemental information as is necessary to reflect the same so that the Issuer
and the Trustee will be able to ascertain the nature and cost of the facilities
covered by this Agreement.  Any change of the Project which materially changes
the character of the Project may be made only with the consent of the Issuer.

         2.3     Award of Construction Contracts.  The Company has awarded or
will award contracts and issue purchase orders covering the acquisition,
construction and installation of the Project. Certain portions of the work may
be awarded to or completed by the Company's own personnel.  The contracts so





                                       3

<PAGE>   7
awarded, the purchase orders issued and the work orders for the work to be done
by the Company personnel are hereinafter called the "Construction Contracts".

         2.4     Administration of Construction Contracts.  The Company will
have full responsibility for preparing, administering, amending and enforcing
the Construction Contracts and litigating or settling claims thereunder, and
will be entitled to all warranties, guaranties and indemnities provided under
the Construction Contracts and by law.

         2.5     Notices and Permits.  The Company shall give or cause to be
given all notices and comply or cause compliance with all laws, ordinances,
municipal rules and regulations and requirements of public authorities applying
to or affecting the conduct of the construction of the Project and the Company
will defend and save the Issuer, its officers, agents and employees, past,
present and future, and the Trustee, its officers, agents and employees, past,
present and future, harmless from all fines, losses, costs, damages or other
expenses or liabilities due to the Company's failure to comply therewith.  All
permits and licenses necessary for the prosecution of the construction of the
Project shall be procured by the Company.

         2.6     Additions and Changes to the Project.  The Company may further
improve the Project with additional facilities (the "Additional Facilities")
beyond such acquisition, construction and equipment as can be financed out of
the proceeds of the Series 1994 Bonds.  In such event and if no Event of
Default has occurred and is continuing, the Company may request the Issuer to,
and the Issuer may at its election, proceed under the provisions of the Act to
issue Additional Bonds under the Indenture in order to finance such Additional
Facilities.  If Additional Facilities are to be financed by the Issuer, the
Company shall obtain the Issuer's approval prior to the commencement of
acquisition, construction and installation, and the Company shall amend
Schedule A to this Agreement to include the Additional Facilities as a part of
the Project.  With regard to Additional Facilities to be financed pursuant to
the terms of this Section 2.6, the Company shall increase its obligations
hereunder in amounts necessary to provide for the payment of the principal of
and interest on any such additional Bonds, as provided in Article IV hereof.


                          III.  Financing the Project.

         3.1     Issuance of Series 1994 Bonds.  In order to finance the
Project, the Issuer, upon request of the Company, will issue and sell the
Series 1994 Bonds in the aggregate principal amount of $40,000,000, or such
greater amount as shall be approved by the Issuer.  The proceeds of the Series
1994 Bonds shall be loaned to the Company in accordance with Section 4.1
hereof.  The Series





                                       4

<PAGE>   8
1994 Bonds will be issued under the Indenture, and will be payable solely from
the Revenues of the Issuer as such term is defined in the Indenture.  Pursuant
to the Indenture, the Issuer may issue and sell Additional Bonds at such times,
in such amounts and for such prices as may be approved by the Company.

         3.2     Construction Fund.  The net proceeds of the Bonds will be
deposited in the Construction Fund established under the Indenture for payment
of Project Costs as defined and permitted under the Indenture, except that
accrued interest will be deposited in the Bond Fund established under the
Indenture for payment of interest on the Bonds.  The Trustee will be directed
to make payments from the Construction Fund upon receipt of a requisition from
the Company, signed by its Chairman of the Board and Chief Executive Officer,
any President, any Vice President, the Treasurer, any Assistant Treasurer or
any other person designated by any of such officers, stating:

                 (a)  the Costs to which the payment relates, and with respect
         to work and material, stating that such have been incorporated into
         the Project substantially in accordance with the plans and
         specifications therefor;

                 (b)  the payee, which may be the Company in the case of work
         done by Company personnel and in the case of reimbursement for
         payments previously made by the Company (other than payments made by
         way of set-off of mutual claims between the Company and the payee),
         which payee may be the Trustee in the case of a requisition for
         payment of interest on the Bonds during acquisition, construction and
         installation of the Project;

                 (c)  the amount of the payments to be made; and

                 (d)  that the payment is due, is a proper charge against the
         Construction Fund and has not been the basis for any previous
         withdrawal from the Construction Fund or any other funds representing
         proceeds of Bonds issued by the Issuer on the Company's behalf.

The Company shall have the right to enforce payments from the Construction Fund
upon compliance with the procedures set forth in this Section 3.2; provided,
however, that during the continuance of an Event of Default under the Indenture
(as such term is defined therein), the Construction Fund shall be held for the
benefit of owners of the Bonds in accordance with the provisions of the
Indenture.

         3.3     Completion of Project.  When the Company certifies to the
Trustee and the Issuer that the Project is complete and delivers to the Trustee
and the Issuer the certificate referenced in Section 4.03 of the Indenture, any
amounts remaining in the Construction Fund will be applied by the Trustee in
accordance





                                       5

<PAGE>   9
with Section 4.03 of the Indenture.  Such application shall constitute payment
of principal or interest payments on the Debentures described in Section 4.3
hereof otherwise due from the Company to the Trustee.  If for any reason the
amount in the Construction Fund proves insufficient to pay all Costs of the
Project, the Company will pay the remainder of such Costs.

         3.4     Deletion of Project Facilities.  Prior to completion thereof
the Company may modify or delete any unit or portion of the Project which is,
in the opinion of the Company, not required for the efficient operation of the
Project.

                             IV.Loan and Repayment.

         4.1     Amount and Source of Loan.  Concurrently with the delivery of
any series of Bonds, the Issuer will, upon the terms and conditions of this
Agreement, lend to the Company, by deposit of the net proceeds of the sale
thereof with the Trustee in the Construction Fund established under the
Indenture, an amount equal to the aggregate principal amount of such series of
Bonds as well as any premium thereon for application (as provided in Article
III hereof) against the Costs of the Project. The Bonds may be sold by the
Issuer at a discount from their principal amount, and in such event, the amount
of such discount shall be deemed to have been loaned to the Company and applied
to the Costs of the Project.  The accrued interest received by the Issuer upon
the sale of any series of Bonds shall be deposited into the Bond Fund under the
Indenture and shall be applied to the first interest due on such Bonds, with a
corresponding credit on the amounts otherwise due as interest under the Series
1994 Debenture mentioned in Section 4.3 below.

         4.2     Repayment of Loan.  The Company agrees to repay the loan made
by the Issuer which, as to amount, shall correspond to the payments of
principal or sinking fund (if any) on the Bonds and shall bear interest at the
rate or rates, and at the times, payable on the Bonds, whether at maturity,
upon redemption or acceleration, or otherwise, in accordance with the terms of
the Indenture; provided that such amount shall be reduced to the extent that
other moneys on deposit with the Trustee are available for such purpose, and a
credit in respect thereof has been granted pursuant to the Indenture.  All such
repayments of the loan will be made in funds which will be available to the
Trustee no later than the corresponding principal or interest payment date of
the Bonds. To evidence its obligation to pay such amounts, the Company will
deliver the Debentures specified under Section 4.3 below.

         4.3     Company Debentures.  Concurrently with the sale and delivery
by the Issuer of any series of Bonds, the Company will execute and deliver a
Debenture which shall be issued under and pursuant to the Debenture Indenture
in substantially the form of the Series 1994 Debenture attached hereto as
Schedule B, with





                                       6

<PAGE>   10
such variations in principal amount, interest rate, dates and prepayment
provisions as may be appropriate, such Debentures being hereinafter referred to
collectively as the "Debentures".  Each Debenture will:

                 (a)  be payable to the order of the Trustee;

                 (b)  be in a principal amount equal to the aggregate principal
         amount of the Bonds issued concurrently therewith (the "related
         Bonds");

                 (c)  provide for payments of interest equal to the payments of
         interest on the related Bonds, except to the extent provision may be
         made for the payment of capitalized or accrued interest;

                 (d)  require payments of principal, or principal plus a
         premium, equal to the maturities and/or sinking fund payments on the
         related Bonds at the time such payments are due;

                 (e)  contain provisions in respect of the prepayment of
         principal and premium, if any, identical with the redemption
         provisions of the related Bonds;

                 (f)  require all payments on the Debenture to be made on or
         prior to the due date for the corresponding payment to be made on the
         related Bonds; and

                 (g)  be subject to and secured by the provisions of the
         Debenture Indenture.

         4.4     Acceleration of Payment to Redeem Bonds.  The Issuer will
redeem any or all series of its Bonds or portions thereof upon the occurrence
of an event which gives rise to any mandatory redemption specified therein and
in accordance with the provisions of the Indenture.  Whenever any series of
Bonds is subject to optional redemption, the Issuer will, but only upon request
of the Company, redeem the same in accordance with such request.  In either
event, unless such redemption is effected in connection with a refunding, the
Company will pay an amount equal to the applicable redemption price as a
prepayment of the Debenture corresponding to such series of Bonds or portions
thereof, together with interest accrued to the date of redemption.

         4.5     No Defense or Set-Off.  The obligations of the Company to make
payments on the Debentures shall be absolute and unconditional without defense
or setoff by reason of any default by the suppliers under the Construction
Contracts or by the Issuer under this Agreement or under any other agreement
between the Company and the Issuer or for any other reason, including without
limitation, failure to complete the Project, loss or





                                       7

<PAGE>   11
impairment of the Construction Fund, any acts or circumstances that may
constitute failure of consideration, destruction of or damage to the Project,
commercial frustration of purpose, or failure of the Issuer to perform and
observe any agreement, whether express or implied, or any duty, liability or
obligation arising out of or connected with this Agreement, it being the
intention of the parties that the payments required hereunder will be paid in
full when due without any delay or diminution whatsoever.

   
         4.6     Assignment of Issuer's Rights.  As the source of payment for
its Bonds, the Issuer will assign to the Trustee all the Issuer's rights under
this Agreement (except rights of the Issuer to receive payments under Sections
5.4, 5.5, and 5.7 hereof) and the Debenture.  The Company consents to such 
assignment and agrees to make payments on the Debentures and interest thereon
directly to the Trustee without defense or setoff by reason of any dispute
between the Company and the Trustee, the Issuer or the Bondholders.
    

                         V.  Covenants of the Company.

         5.1     Maintenance and Operation of Project.  The Company, at its
expense, will maintain and operate the Project during its useful life or as
otherwise required under the Act, but this covenant shall not require the
Company to occupy or operate the Project or any portion of any other property
after it is no longer economical and feasible, in the Company's judgment, to do
so and shall not prevent the Company from selling all or any portion of the
Project or any other property or from merging or consolidating with another
corporation.  This covenant is personal to the Company and its successors or
subsidiaries and will not be binding upon purchasers of any portions of the
Company's properties.  Notwithstanding the foregoing, the Company may make
changes in or modifications of the Project necessary or desirable to maintain
or improve operating performance, subject to the limitations set forth in
Sections 2.2 and 2.6 hereof.

         5.2     Corporate Existence.  The Company may merge or consolidate
with or into another corporation or transfer all or substantially all of its
property and assets to any other corporation; provided, that any such
consolidation, merger, sale or transfer shall be upon the condition that the
due and punctual payment of the principal of, and premium, if any, and interest
on, the Debentures according to their tenor, and the due and punctual
performance and observance of all the terms, covenants and conditions of this
Agreement to be kept or performed by the Company shall be assumed by the
corporation formed by such consolidation or into which the Company shall have
merged, or the corporation which shall have acquired by sale or transfer all or
substantially all of the property and assets of the Company.





                                       8

<PAGE>   12
         5.3     Payment of Trustee's Compensation and Expenses.  The Company
will pay the Trustee's compensation and expenses under the Indenture, including
all costs of redeeming Bonds thereunder and the compensation to any co-paying
agent appointed in respect of the Bonds, and will indemnify the Trustee against
any claims arising out of the exercise and performance of its powers and duties
under the Indenture in good faith and without negligence.

         5.4     Payment of Issuer's Expenses.  Except to the extent payment is
provided from the Construction Fund, the Company will pay the Issuer's
expenses, including reasonable legal and accounting fees incurred by the Issuer
in connection with the issuance of the Bonds and the performance by the Issuer
of any and all of its functions and duties under this Agreement or the
Indenture, including, but not limited to, all duties which may be required of
the Issuer by the Trustee and the Bondholders and will defend and indemnify the
Issuer, its employees, agents and attorneys against any claims arising out of
the exercise and performance of its powers and duties hereunder and under the
Indenture in good faith and without negligence.

   
         5.5     Indemnity Against Claims.  The Company will indemnify the
Issuer and the Trustee, and the officers, agents and employees of each, past,
present and future, against claims arising out of the Construction Contracts,
the construction and operation of the Project, or the Issuer's undertaking of
the financing of the Project other than claims arising from willful misconduct
or negligence on the part of the Issuer or the Trustee.  If any such claim is
asserted, the Issuer or the Trustee, as the case may be, will give prompt
notice to the Company and the Company will assume the defense thereof and
employ counsel reasonably acceptable to the Issuer and Trustee, and the 
Company shall have full power to litigate, compromise or settle the same in its
sole discretion. If the Issuer or the Trustee as the case may be, so elects,
either may participate in the defense of such claims, may be represented by
counsel of its own choice and at its own expense.  The Issuer or the Trustee
may demand that the Company furnish it with a letter of credit or bond, at the
option of the Company in form and with sureties reasonably satisfactory to it,
indemnifying it against any loss, cost, damages or expenses on account of any
such litigation, compromise or settlement undertaken solely by the Company.
    

         All references herein to the Issuer shall be deemed to refer to the
Issuer's employees, agents and attorneys.

         5.6     Disclaimer; Limitation of Liability of the Issuer.  The Issuer
makes no representation or warranty, either express or implied, as to the
actual or designed capacity of the Project, as to the suitability of the
Project for the purposes specified in this Agreement, as to the condition of
the Project, or that the Project will be suitable for the Company's purposes or
needs.  In the event of any default by the Issuer hereunder, the liability





                                       9

<PAGE>   13
of the Issuer to the Company shall be enforceable only out of its interest
under this Agreement and there shall be no other recourse by the Company
against the Issuer, its officers, agents, employees and attorneys, past,
present or future, or any of the property now or hereafter owned by it or them.
No obligation of the Issuer hereunder or under the Bonds shall be deemed to
constitute or give rise to a pecuniary liability of the Issuer or a charge
against the general credit or taxing power of the Issuer, the State of
Mississippi or of any political subdivisions thereof.

         5.7     Payments of Ad Valorem Taxes.  Notwithstanding anything to the
contrary in any of the documents related to the Project, the Company shall pay
or cause to be paid to the appropriate political subdivisions all ad valorem
taxes due and payable at all times during which the Company is the owner of the
Project, and otherwise as required by law.  Such taxes shall be payable by the
Company as provided by law directly to the political subdivisions in which the
property is located; provided, however, the Company may refuse to pay such ad
valorem taxes so long as (i) the validity thereof shall be contested in good
faith by appropriate legal proceedings; and (ii) the basis for such contest is
not the Issuer's interest in respect of the Project.  The parties hereto
acknowledge that, pursuant to the Act and the laws of the State of Mississippi,
the Project will not be subject to ad valorem taxation (other than taxes levied
for school district purposes) for a period of ten (10) years.

         5.8     Damage; Destruction and Eminent Domain.  Damage to,
destruction of or condemnation of all or a portion of the Project shall not
terminate the Agreement, or cause any abatement of or reduction in the payments
to be made by the Company or otherwise affect the respective obligations of the
Issuer or the Company, except as set forth in this Agreement.

         5.9     Company to Fulfill Indenture Requirements.  The Company agrees
that it will take all actions required of the Company pursuant to the
provisions of the Indenture.


                      VI.  Events of Default and Remedies.

         6.1     Events of Default.  Each of the following events is hereby
defined as, and is declared to be and to constitute, an "Event of Default":

                 (a)  failure by the Company to make any payment of principal
         of the Debentures as required to be made pursuant to Section 4.2 or
         4.4 hereof when the same is due; or

                 (b)  failure to pay when due any installment of interest on
         any of the Debentures and the continuation of such failure for thirty
         (30) days; or





                                       10

<PAGE>   14
                 (c)  failure by the Company to observe and perform any other
         covenant, condition or agreement on its part to be observed or
         performed under this Agreement or the Debentures for a period of 90
         days after written notice, specifying such failure and requesting that
         it be remedied, given to the Company by the Trustee; provided, that if
         such failure is of such nature that it can be corrected (as agreed to
         by the Trustee), but not within such period, the same shall not
         constitute an Event of Default so long as the Company institutes
         prompt corrective action and is diligently pursuing same;

                 (d)  if the Company

                      (1)  admits in writing its inability to pay its debts 
         generally as they become due, or

                      (2)  files a petition to be adjudicated a voluntary
         bankrupt in bankruptcy or a similar petition under any insolvency act,
         or

                      (3)  makes an assignment for the benefit of its 
         creditors, or

                      (4)  consents to the appointment of a receiver of itself
         or of the whole or any substantial part of its property; or

                 (e)  if the Company files a petition or answer seeking
         reorganization or arrangement of the Company under the federal
         bankruptcy laws or any other applicable law or statute; or

                 (f)  if the Company, on a petition in bankruptcy filed against
         it, is adjudicated a bankrupt or if a court of competent jurisdiction
         shall enter an order or decree appointing, without the consent of the
         Company, a receiver or trustee of the Company or of the whole or
         substantially all of its property, or approving a petition filed
         against it seeking reorganization or arrangement of the Company under
         the federal bankruptcy laws or any other applicable law or statute,
         and such adjudication, order or decree shall not be vacated or set
         aside or stayed within 90 days from the date of the entry thereof; or

                 (g)  if for any reason the Bonds shall be declared due and
         payable by acceleration in accordance with Section 9.02 of the
         Indenture; or

                 (h)  if any of the Debentures is declared to be immediately
         due and payable by the Debenture Trustee pursuant to the provisions of
         the Debenture Indenture,





                                       11

<PAGE>   15
then and in each and every such case and during the continuance thereof, the
Issuer or the Trustee, by notice in writing to the Company, may declare all
sums which the Company is obligated to pay hereunder and under the Debentures
to be due and payable immediately, and upon any such declaration the same shall
become and be immediately due and payable, anything in this Agreement or the
Debentures to the contrary notwithstanding.

         In case such declaration shall have been annulled in accordance with
Section 9.02 of the Indenture, or in case the Issuer or the Trustee shall have
proceeded to enforce any right under this Agreement and such proceedings shall
have been discontinued or abandoned for any reason or shall have been
determined adversely to the Issuer or the Trustee, then and in every such case
the Company, the Issuer and the Trustee shall be restored to their respective
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Issuer and the Trustee shall continue as though no such proceeding
had been taken, but subject to the limitations of any such adverse
determination.

         6.2     Payment on Default; Suit Therefor.  The Company covenants
that, in the case of an Event of Default with respect to the payment of any
amount due under this Agreement or under the Debentures as and when the same
shall become due and payable, whether at maturity or by declaration or
otherwise--then, upon demand of the Issuer or the Trustee, the Company will pay
to the Trustee the whole amount of the Debentures that then shall have become
due and payable with interest at the rates provided therein; and, in addition
thereto, such further amount as shall be estimated in good faith by the Trustee
as sufficient to cover the reasonable costs and expenses of collection,
including a reasonable compensation to the Trustee, its agents, attorney and
counsel, and any expenses or liabilities incurred by the Issuer or the Trustee
other than through its negligence, bad faith or willful misconduct.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and shall be entitled to such other rights as it may have under the
Debenture Indenture, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company and collect in the manner provided by law out of the
property of the Company the moneys adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company under the federal bankruptcy laws or any
other applicable law, or in case a receiver or trustee shall have been
appointed for the property of the Company or in the case of any other similar
judicial





                                       12

<PAGE>   16
proceedings relative to the Company, or to the creditors or property of the
Company, the Issuer or the Trustee shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of the Debentures and interest owing and unpaid in
respect thereof and, in case of any judicial proceedings, to file such proofs
of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Issuer or the Trustee allowed in such judicial
proceedings relative to the Company, its creditors, or its property, and to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute the same after the deduction of its charges and
expenses; and any receiver, assignee or trustee in bankruptcy or reorganization
is hereby authorized to make such payments to the Trustee, and to pay to the
Trustee any amount due it for compensation and expenses, including counsel fees
incurred by it up to the date of such distribution.

         6.3     Cumulative Rights.  No remedy conferred upon or reserved to
the Issuer or the Trustee by this Agreement or the Debentures is intended to be
exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or the Debentures or now or hereafter existing at law or
in equity or by statute.  No waiver by the Issuer or the Trustee of any breach
by the Company of any of its obligations, agreements or covenants hereunder or
under the Debentures shall be a waiver of any subsequent breach, and no delay
or omission to exercise any right or power shall impair any such right or power
or shall be construed to be a waiver thereof, but any such right and power may
be exercised from time to time and as often as may be deemed expedient.

                              VII.  Miscellaneous.

         7.1     Notices.  Notice hereunder shall be given in writing, either
by registered mail, return receipt requested, to be deemed effective upon
receipt, or by telegram, confirmed in writing, or by facsimile transmission
(with verification of receipt) addressed as follows:

                 The Issuer           -  Mississippi Business Finance
                                            Corporation
                                         1200 Walter Sillers Building
                                         Jackson, Mississippi  39205

                                         Attention:  Executive Director





                                       13

<PAGE>   17
                 The Company          -  Kimberly-Clark Corporation
                                         P. O. Box 619100
                                         Dallas, Texas  75261-9100

                                         Attention:  Treasurer's Office
                                         Facsimile number (214) 830-1209

                                         With a copy to:

                                         Kimberly-Clark Corporation
                                         P. O. Box 619100
                                         Dallas, Texas  75261-9100

                                         Attention:  Legal Department
                                         Facsimile number (214) 830-1578

                 The Trustee          -  Bank of America Texas, National
                                          Association
                                         300 Crescent Court
                                         Suite 850
                                         Dallas, Texas  75201

                                         Attention:  Corporate Trust Services

or such other address as may be filed in writing with the parties to this
Agreement and with the Trustee.

         7.2     Assignments.  This Agreement may not be assigned by the
Company without the consent of the Issuer (following the adoption of a
resolution by the Issuer to such effect) and the Trustee, which consent, in the
case of the Trustee, shall not be unreasonably withheld.  In the event of such
an assignment, the Company shall remain primarily liable for any of its
obligations under the Agreement and the Debentures.  Such assignment shall
comply in all respects with the Act. Notwithstanding the foregoing, no merger
or consolidation permitted under Section 5.2 hereof shall be deemed to be an
assignment for purposes of this Section 7.2.

         7.3     Illegal, etc. Provisions Disregarded.  In case any provision
of this Agreement shall for any reason be held invalid, illegal or
unenforceable in any respect, this Agreement shall be construed as if such
provision had never been contained herein.

         7.4     Applicable Law.  This Agreement has been delivered in the
State of Mississippi and shall be deemed to be governed by, and interpreted
under, the laws of the State of Mississippi.

         7.5     Amendments.  This Agreement may not be amended except by an
instrument in writing signed by the parties and, if such amendment occurs after
the issuance of any of the Bonds, consented to by the Trustee for the
Bondholders, in accordance with Section 12.03 of the Indenture.





                                       14

<PAGE>   18
         7.6     Certain Benefits.  (a) The parties hereto acknowledge that the
Company has been induced to proceed with the Project in part by the benefits
conferred by the Act.  The Issuer hereby agrees that the Company shall be
permitted to take advantage of all of the benefits provided by the Act to the
fullest extent therein set forth subject to the rules and regulations of the
Issuer to the extent that such rules are applicable.  The Issuer acknowledges
the response to a ruling request by the Mississippi State Tax Commission dated
October 20, 1993 addressed to Watkins Ludlam & Stennis pertaining to the
Project and agrees that the Issuer will not take any action to limit, curtail
or otherwise make unavailable to the Company any of the benefits referenced
therein.

         (b)     Notwithstanding the provisions of the preceding paragraph, in
the event there are any amounts remaining on deposit in the Construction Fund
upon the completion of the Project as evidenced by a certificate described in
Section 4.03 of the Indenture (the "Excess Proceeds"), the Company agrees that
for purposes of calculating the tax credit referenced in Section
57-10-409(d)(i)(1) of the Act, the Excess Proceeds shall be deemed to have been
used to redeem Bonds as of the date of completion solely for purposes of
calculating the amount of the tax credits available under the Act and no tax
credit shall accrue with respect to debt service payments subsequently paid in
connection with such Excess Proceeds.

         (c)     With respect to benefits conferred by the Act referenced in (a)
above, the following shall apply:

                 (1)  the maximum benefits accruing in any calendar year
                      (other than any benefits attributable to the carry forward
                      provisions of the Act) shall not exceed the payments of
                      the principal of, premium, if any and interest payments on
                      the Bonds during such year which may include the fees and
                      expenses of the Trustee.

                 (2)  any benefit claimed or received by the Company for
                      any Cost shall not be used as a deduction under the laws
                      of the State of Mississippi in order to determine the
                      taxable income of the Company.

                 (3)  the Company shall require the Trustee, not later
                      than ninety (90) days after the end of each calendar
                      year, to provide the Issuer with a certificate setting
                      forth the amount of all payments made to the Trustee with
                      respect to the Bonds whether for principal, premium,
                      interest or the fees and expenses of the Trustee.

                 (4)  The benefits accruing to the Company under this
                      Section 7.6 shall cease in the event:





                                       15

<PAGE>   19
                      (A)  a default should occur under this Agreement or the
                           Indenture; or

                      (B)  the Company should fail to operate the Project for a
                           period of nine (9) consecutive months following the
                           initial start up of the Project except for force
                           majeure, strikes, lockouts, damage, destruction, acts
                           of God or in general, reasons beyond the Company's
                           reasonable control excepting, however, general 
                           economic conditions.

         With respect to the benefits that may accrue to the Company under this
Section 7.6, the Company acknowledges and agrees that the Issuer makes no
representation, warranty or covenant regarding the enforceability of the
Company's rights to receive the benefits, the extent that such benefits may be
received nor the term under which the Company may be entitled to receive the
benefits.


         7.7     Amounts Remaining in Bond Fund or Construction Fund.  It is
agreed by the parties that any amounts remaining in the Bond Fund or the
Construction Fund established under the Indenture upon expiration or sooner
termination of the Agreement term, as provided in this Agreement, after payment
in full of the Bonds (or provision for payment thereof having been made in
accordance with the provisions of the Indenture), and of the fees, charges and
expenses of the Trustee and the Issuer, shall belong to and be paid to the
Company by the Trustee as overpayment of the amounts due under the Debentures.

         7.8     Term of Agreement.  This Agreement shall become effective upon
its delivery and shall continue in effect until all Bonds have been paid or
provision for such payment has been made in accordance with the Indenture.

         IN WITNESS WHEREOF, the parties hereto, in consideration of the mutual
covenants set forth herein and intending to be legally bound, have caused this
Agreement to be executed and delivered as of the date first written above.

{SEAL}                                          MISSISSIPPI BUSINESS FINANCE
                                                  CORPORATION

Attest:_______________________                  By:____________________________
                                                   Executive Director


{SEAL}                                          KIMBERLY-CLARK CORPORATION

                                                
Attest:_______________________                  By:____________________________





                                       16

<PAGE>   20
STATE OF MISSISSIPPI

COUNTY OF HINDS

         Personally appeared before me, the undersigned authority in and for
the jurisdiction aforesaid within named ___________________ and ______________,
who acknowledged to me that they are the Executive Director and the Secretary,
respectively, of the Mississippi Business Finance Corporation, a public
corporation organized and existing under the laws of the State of Mississippi,
and that for and on behalf of said corporation and as its act and deed, they
executed and sealed the above and foregoing instrument on the day and in the
year therein mentioned, they being first duly authorized so to do by said
corporation.

         GIVEN under my hand and official seal, this the ___ day of
____________, 1994.
                                                      __________________________
                                                      Notary Public


                                                      My Commission Expires:
                                                      __________________________

(SEAL)





                                       17

<PAGE>   21
STATE OF ____________

COUNTY OF ___________

         Personally appeared before me, the undersigned authority in and for
the jurisdiction aforesaid, the within named ___________________________ and
___________________________________, who acknowledged to me that they are the
_____________________ and ______________________, respectively, of
Kimberly-Clark Corporation, a Delaware corporation and that for and on behalf
of said corporation and as its act and deed, they executed the above and
foregoing instrument on the day and in the year therein mentioned, being first
duly authorized so to do by said corporation.

         GIVEN under my hand and official seal, this ______ day of
______________, 1994.
                                                      _________________________
                                                      Notary Public


                                                      My Commission Expires:

                                                      _________________________


(SEAL)





                                       18

<PAGE>   22
                                   SCHEDULE A

                              PROJECT DESCRIPTION



SFL Laminate Capacity Expansion
SBI Delta Rebuild





                                      A-1

<PAGE>   23
                                  SCHEDULE B
                                       
                         FORM OF SERIES 1994 DEBENTURE

No. 1                                            PRINCIPAL AMOUNT:  $___________


                          KIMBERLY-CLARK CORPORATION

                     _____% DEBENTURE DUE ________ 1, 20__

   
         Kimberly-Clark Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Bank of America
Texas, National Association, as Trustee for the holders of Industrial
Development Revenue Bonds, Series 1994 (Kimberly-Clark Corporation Project), or
registered assigns, the principal sum of Forty Million Dollars ($40,000,000) 
on ________1, 20__ and to pay interest thereon from ________ 1, 1994 or from 
the most recent Interest Payment Date to which interest has been paid or duly 
provided for semi-annually on ________ 1 and _______ 1 of each year commencing 
______ 1, 1994 at the rate of _____% per annum, until the principal hereof is 
paid or made available for payment.
    

   
         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 _______ 15 or _______ 15 (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 of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series 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 at the corporate trust offices of Bank of America National
Trust and Savings Association in San Francisco, California, New York, New York
and Dallas, Texas, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest 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.

         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.

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

DATED:  __________, 1994
                                         KIMBERLY-CLARK CORPORATION


                                         By:  ______________________________
                                               John W. Donehower            
                                               Senior Vice President and    
                                               Chief Financial Officer      

{SEAL}

 Attest:  ______________________________
          Donald M. Crook
          Vice President and Secretary





                                      B-1

<PAGE>   24
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities
of the series designated
therein referred to in the
within-mentioned Indenture.

BANK OF AMERICA NATIONAL TRUST
  AND SAVINGS ASSOCIATION,
  as Trustee



By:  _________________________________
          Authorized Signature





                                      B-2

<PAGE>   25
                             {Reverse of Debenture}



                           KIMBERLY-CLARK CORPORATION

                      _____% DEBENTURE DUE _______ 1, 20__


   
         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued under a 
First Amended and Restated Indenture dated as of March 1, 1988, as amended by a
First Supplemental Indenture dated as of November 6, 1992, and a Second
Supplemental Indenture dated as of           , 1994, and as  further amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and Bank of America National Trust and Savings Association, successor
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.  This Security is
limited in aggregate principal amount to $40,000,000.
    






                                      B-3

<PAGE>   26

         If an Event of Default, as defined in the Indenture, with respect to
this Security shall occur and be continuing, the principal of this Security 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 (a)
the entire indebtedness represented by this Security and (b) certain
restrictive covenants and certain Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Security.
    

   
         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Securities at
the time Outstanding of each series to be affected.  The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences.  Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder, and
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.
    

         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, except that in the event the Company deposits
money or Government Obligations as provided in Section





                                      B-4

<PAGE>   27
402 of the Indenture, such payments will be made only from proceeds of such
money or Government Obligations.

   
         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 any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
    

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

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

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

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





                                      B-5



<PAGE>   1
                                                                     EXHIBIT 4.5



                         Second Supplemental Indenture


         SECOND SUPPLEMENTAL INDENTURE, dated as of        , 1994, between
Kimberly-Clark Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), and Bank of
America National Trust and Savings Association, a national banking association
duly incorporated and existing under the laws of the United States, as
successor trustee (herein called the "Trustee").


                                    RECITALS

         The Company has heretofore executed and delivered to the Trustee a
First Amended and Restated Indenture dated as of March 1, 1988 (herein called
the "Indenture"), pursuant to which one or more series of unsecured debentures,
notes or other evidences of indebtedness of the Company (herein called the
"Securities") may be issued from time to time.  All terms used in this Second
Supplemental Indenture which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.

         The Company desires and has requested the Trustee to join with it in
the execution and delivery of this Second Supplemental Indenture for the
purpose of amending Section 1102 of the Indenture.

         Section 901(9) of the Indenture provides that a supplemental indenture

may be entered into by the Company and the Trustee without the consent of any
Holders to make provisions with respect to matters arising under the Indenture
which do not adversely affect the interests of the Holders of Securities of any
series in any material respect.

         The Company has furnished the Trustee with (i) an Opinion of Counsel
stating that the execution of the Second Supplemental Indenture is authorized
and permitted by the Indenture, (ii) an Officer's Certificate stating that all
conditions precedent provided for in the Indenture with respect to this Second
Supplemental Indenture have been complied with, and (iii) a copy of the
resolution of its Special Committee of the Board of Directors, certified by its
Secretary, pursuant to which this Second Supplemental Indenture has been
authorized.

         All things necessary to make this Second Supplemental Indenture a
valid agreement of the Company and the Trustee and a valid amendment of and
supplement to this Indenture have been done.

         NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

         SECTION 101.  Section 1102 of the Indenture is amended to read in its
entirety as follows:

<PAGE>   2
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 45 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; provided, however, that in the case of any Securities issued on
or after April 1, 1994, such notice shall be given by the Company on such day,
not less than 5 Business Days prior to the last date for mailing notice of
redemption to the Holders of such Securities prior to such Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee in its sole
discretion), as the Company, in its sole discretion shall determine.  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, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.


                                   ARTICLE II

         SECTION 201.  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.

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental 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.



                                            KIMBERLY-CLARK CORPORATION



                                            By:     ____________________________
                                            Name:   W. Anthony Gamron
                                            Title:  Vice President and Treasurer

Attest:



_____________________________





                                      2

<PAGE>   3
                                           BANK OF AMERICA NATIONAL TRUST
                                             AND SAVINGS ASSOCIATION, TRUSTEE



                                           By:     _____________________________
                                           Name:   _____________________________
                                           Title:  _____________________________

Attest:



_____________________________




STATE OF TEXAS  )
                )  s.:
COUNTY OF DALLAS)


         On the ___ day of __________, 1994, before me personally came W.
Anthony Gamron, to me known, who, being by me duly sworn, did depose and say
that he is Vice President and Treasurer of Kimberly-Clark Corporation, 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 Special
Committee of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.


                                           _______________________________
                                           Notary Public
                                           My Commission Expires  _______, 19__.





                                       3

<PAGE>   4
STATE OF CALIFORNIA    )
                       )  ss.:
COUNTY OF SAN FRANCISCO)


         On the ____ day of __________, 1994, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is __________________ of Bank of America National Trust and Savings
Association, 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.



                                            _________________________________
                                            Notary Public
                                            My Commission Expires _______, 19__.





                                       4



<PAGE>   1
                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

   
We consent to the incorporation by reference in this Registration Statement of
Kimberly-Clark Corporation on Form S-3 of our report dated January 28, 1994
appearing in the Current Report on Form 8-K of Kimberly-Clark Corporation dated
February 17, 1994, and of our reports dated January 28, 1994, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Kimberly-Clark
Corporation for the year ended December 31, 1993.  Such reports include an 
explanatory paragraph concerning the Corporation's changes in its methods of
accounting for income taxes and postretirement benefits other than pensions to
conform with Statements of Financial Accounting Standards No. 109 and No. 106,
respectively.  We also consent to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
    



/s/ DELOITTE & TOUCHE

DELOITTE & TOUCHE
Dallas, Texas

   
April 22, 1994
    





<PAGE>   1

                                                                    EXHIBIT 25.1


                                                       Registration No. ________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      
                                      
                               AMENDMENT NO. 1
                                      TO
                                   FORM T-1
                                      
                                      
                                      
          STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST
                    INDENTURE ACT OF 1939 OF A CORPORATION
                         DESIGNATED TO ACT AS TRUSTEE



         ( )     Check if application to determine eligibility of a trustee 
                 pursuant to Section 305(b)(2)


                 BANK OF AMERICA TEXAS, NATIONAL ASSOCIATION
             (Exact name of trustee as specified in its charter)


        300 CRESCENT COURT, SUITE 850                      76-0337968
             DALLAS, TEXAS 75201                        (I.R.S. employer
        (Address, including zip code                   identification no.)
       of principal executive offices)           
                                                    
                NOT APPLICABLE                            NOT APPLICABLE
       (Jurisdiction of incorporation                   (Name, address and
         or organization if not a                       telephone number of
         U.S. national bank)                             agent for service)

                          KIMBERLY-CLARK CORPORATION
              (Exact name of obligor as specified in its charter)
                                       
                    DELAWARE                               39-0394230
        (State or other jurisdiction                    (I.R.S. employer
        of incorporation or organization)              identification no.)

                                P.O. BOX 619100
                           DALLAS, TEXAS  75261-9100
         (address, including zip code, of principal executive offices)
                                       
                UNDIVIDED INTERESTS IN INDUSTRIAL DEVELOPMENT
                            FINANCING AGREEMENT
                     (Title of the indenture securities)
================================================================================

<PAGE>   2
ITEM 1.  GENERAL INFORMATION

         Furnish the following information
 as to the trustee:

         (a)     Name and address of each examining or supervising authority to
which it is subject.

                          NAME                              ADDRESS
                          ----                              -------

                 Comptroller of the Currency                Washington, D.C.
                 Federal Reserve Bank                       Dallas, Texas
                 Federal Deposit Insurance Corporation      Washington, D.C.
                 National Bank Examiners                    Dallas, Texas

         (b)     Whether it is authorized to exercise corporate trust powers.

                 Yes

ITEM 2.  AFFILIATIONS WITH OBLIGOR.

         If the obligor is an affiliate of the trustee, describe each such
affiliation.

                 None

ITEM 4.  TRUSTEESHIPS UNDER OTHER INDENTURES.

If the Trustee is a trustee under another Indenture under which any other
securities, or certificates of interest or participating in any other
securities, of the obligor are outstanding, furnish the following information:

         (a)     Title of the securities outstanding under each such other
Indenture.

         The following securities have been issued under a First Amended and
         Restated indenture dated as of March 1, 1988, and as amended by a
         First Supplemental indenture dated as of November 6, 1992 (the
         "Debenture Indenture") between Kimberly-Clark Corporation
         ("Kimberly-Clark") and Bank of America National Trust and Savings
         Association (an affiliate of Bank of America Texas, National
         Association (the "Trustee")):

                 -$100,000,000 9 1/8% Notes due June 1, 1997

                 -$100,000,000 9 1/2% Sinking Fund Debentures due 
                  February 1, 2018

                 -$100,000,000 9% Notes due August 1, 2000

                 -$200,000,000 8 5/8% Notes due May 1, 2001

                 -$200,000,000 7 7/8% Debentures due February 1, 2023

                 -$100,000,000 6.875% Debentures due February 15, 2014

         In addition, the ______% Debenture due ______ in the amount of
         $40,000,000 (the "Debenture") is expected to be issued by
         Kimberly-Clark under an indenture (the "Debenture Indenture") between
         Kimberly-Clark and Bank of America National Trust and Savings
         Association (an affiliate of the Trustee) concurrently with the
         indenture securities.

         (b)     A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section 310(b)(1) of
the Trust Indenture Act arises as a result of the Trusteeship under any such
indenture, including a statement as to how the indenture securities will rank
as compared to the securities under such indenture.

         Each of the securities listed in Item 4(a) are unsecured, and the
Debenture that will be issued under the Debenture Indenture to the Trustee as
security for the indenture securities will rank equally with the other
securities described in Item 4(a).

<PAGE>   3
ITEM 13.         DEFAULTS BY THE OBLIGOR.

         (a)     State whether there is or has been a default with respect to
                 the securities under this indenture.  Explain the nature of
                 any such default.

                 None

         (b)     If the trustee is a trustee under another indenture under
                 which any other securities, or certificates of interest or
                 participation in any other securities, of the obligor are
                 outstanding, or is trustee for more than one outstanding
                 series of securities under the indenture, state whether there
                 has been a default under any such indenture or series,
                 identify the indenture or series affected, and explain the
                 nature of any such default.

                 Not applicable.



ITEM 16.         LIST OF EXHIBITS.

         List below all exhibits filed as a part of this statement of 
eligibility.

         1*      A copy of the articles of association of the trustee as now in
                 effect.

         2*      A copy of the certificate of authority of the trustee to
                 commence business, if not contained in the articles of
                 association.

         3*      A copy of the authorization of the trustee to exercise
                 corporate trust powers, if such authorization is not contained
                 in the documents specified in paragraph (1) or (2) above.

         4*      A copy of the existing by-laws of the trustee, or instruments
                 corresponding thereto.

         5       Not applicable.

         6*      The consent of United States institutional trustee required by
                 Section 321(b) of the Act.

         7*      A copy of the latest report of condition of the trustee
                 published pursuant to law or the requirements of its
                 supervising or examining authority.

         8       Not applicable.

         9.      Not applicable.

         _______________________

<PAGE>   4
*        Previously filed.


         In answering any item in this statement of eligibility and
qualification which relates to matters peculiarly within the knowledge of the
obligor or of its partners, directors or executive officers, the undersigned,
Bank of America Texas, National Association, has relied upon information
furnished to it by the obligor and the undersigned disclaims responsibility for
the accuracy or completeness of such information.


                                   SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Bank of America Texas, National Association, organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Dallas, and State of Texas, on the 22nd day of 
April, 1994.

                                     BANK OF AMERICA TEXAS, NATIONAL ASSOCIATION



                                     By: /s/ DYAN BELL
                                             Dyan Bell, Trust Officer



<PAGE>   1
                                                                    EXHIBIT 25.2


Securities Act of 1933 File No.
(If application to determine eligibility of Trustee for delayed offering
pursuant to Section 305(b)(2))

________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

________________________________________________________________________________

                                    FORM T-1

                   STATEMENT OF ELIGIBILITY AND QUALIFICATION
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
         Check if an Application to determine Eligibility of a Trustee
                         Pursuant to Section 305(b)(2)

                       _______________________________

             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
              (Exact name of trustee as specified in its charter)

                                   94-1687665
                      (I.R.S. employer identification no.)

                                  Head Office:
             555 California Street, San Francisco, California 94104

                           Los Angeles Headquarters:
            333 South Beaudry Street, Los Angeles, California 90017
                    (Address of principal executive offices)


                           KIMBERLY-CLARK CORPORATION            
              (Exact name of obligor as specified in its charter)


              DELAWARE                               39-0394230    
   (State or other jurisdiction of              (I.R.S. employer
   incorporation or organization)               identification no.)


                               P. O. BOX 619100     
                           DALLAS, TEXAS  75261-9100
                    (Address of principal executive offices)


   
                               % DEBENTURE DUE
    
                        (Title of Indenture Securities)


                           As of    APRIL 22, 1994   


________________________________________________________________________________


                                      -1-

<PAGE>   2
                                    FORM T-1

1.        GENERAL INFORMATION.  Furnish the following information as to the
          trustee:

          (a)     Name
 and address of each examining or supervising authority 
                  to which it is subject.

                  Comptroller of the Currency
                   Washington, D.C.

                  Federal Deposit Insurance Corporation
                   Washington, D.C.

                  Federal Reserve Bank of San Francisco (Twelfth District)
                   San Francisco, California

                  Board of Governors of the Federal Reserve System
                   Washington, D.C.

          (b)     Whether it is authorized to exercise corporate trust powers.
                  Yes.

2.        AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.  If the obligor or any
          underwriter for the obligor is an affiliate of the trustee, describe
          each affiliation.  None.

          In answering this item the trustee has relied in part on
          information furnished by the obligor and the underwriters, and the
          trustee disclaims responsibility for the accuracy or completeness of
          such information.  Trustee has also examined its own books and
          records for the purpose of answering this item.

3.        VOTING SECURITIES OF THE TRUSTEE:  Furnish the following information
          as to each class of voting securities of the trustee:

                             As of March 21, 1994
================================================================================
                     COL. A                             COL. B
                                                        Amount
                 Title of Class                       Outstanding         
================================================================================
        Common Stock (1.5625 Par Value)              357,115,046 Shares

4.        TRUSTEESHIPS UNDER OTHER INDENTURES.  If the trustee is a trustee
          under another indenture under which any other securities, or
          certificates of interest or participation in any other securities, of
          the obligor are outstanding, furnish the following information.




                                      -2-

<PAGE>   3
          (a)     Title of the securities outstanding under each such other 
                  indenture.

The following securities have been issued under the First Amended and Restated
Indenture dated March 1, 1988:

- --        $100,000,000 9 1/8% Notes due June 1, 1997

- --        $100,000,000 9 1/2% Sinking Fund Debentures due February 1, 2018

- --        $100,000,000 9% Notes due August 1, 2000

- --        $200,000,000 7 7/8% Debentures due February 1, 2023

- --        $200,000,000 8 5/8% Notes due May 1, 2001

- --        $100,000,000 6 7/8% Debentures due February 15, 2014

          (b)     A brief statement of the facts relied upon as a basis for the
                  claim that no conflicting interest within the meaning of
                  Section 310(b)(1) of the Act arises as a result of the
                  trusteeship under any such other indenture, including a
                  statement as to how the indenture securities will rank as
                  compared with the securities issued under such other
                  indenture.

The Debt Securities listed above are wholly unsecured.  When issued, the
indenture securities and the Debt Securities listed above will rank equally.

5.        INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
          OR UNDERWRITERS.  If the trustee or any of the directors or executive
          officers of the trustee is a director, officer, partner, employee,
          appointee, or representative of the obligor or of any underwriter for
          the obligor, identify each such person having any such connection and
          state the nature of such connection.
          None.

          In answering this item the trustee has relied in part on
          information furnished by the obligor and the underwriters, and the
          trustee disclaims responsibility for the accuracy of completeness of
          such information.  Trustee has also examined its own books and
          records for the purpose of answering this item.

6.        VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
          OFFICIALS.  Furnish the following information as to the voting
          securities of the trustee owned beneficially by the obligor and each
          director, partner and executive officer of the obligor.




                                      -3-

<PAGE>   4
                             As of March 1, 1994
================================================================================
         COL. A            COL. B            COL. C          COL. D
                                                          Percentage of
                                                        Voting Securities
                                                          Represented by
                                          Amount Owned    Amount given in
       Name of Owner    Title of Class    Beneficially        Col. C      
================================================================================
None.

7.        VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
          OFFICIALS.  Furnish the following information as to the voting
          securities of the trustee owned beneficially by each underwriter for
          the obligor and each director, partner, and executive officer of each
          such underwriter.

                             As of March 1, 1994
================================================================================
         COL. A            COL. B            COL. C          COL. D

                                                          Percentage of
                                                        Voting Securities
                                                          Represented by
                                          Amount Owned    Amount given in
       Name of Owner    Title of Class    Beneficially        Col. C      
================================================================================
None.


8.        SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.  Furnish the
          following information as to securities of the obligor owned
          beneficially or held as collateral security for obligations in
          default by the Trustee:

                             As of March 1, 1994
================================================================================
         COL. A            COL. B            COL. C          COL. D
                                          Amount Owned
                                          Beneficially
                                           or Held as
                                           Collateral
                        Whether the       Security for   Percent of Class
                        Securities are    Obligations      Represented
                        Voting or Non-     in Default       by Amount
     Title of Class     Voting Securities  by Trustee    Given in Col. C
================================================================================
Less than 1%.

          In answering this item the trustee has relied in part on
          information furnished by the obligor, and the trustee disclaims
          responsibility for the accuracy or completeness of such information. 
          Trustee has also examined its own books and records for the purpose
          of answering this item.


                                      -4-

<PAGE>   5
9.        SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.  If the
          trustee owns beneficially or holds as collateral security for
          obligations in default any securities of an underwriter for the
          obligor, furnish the following information as to each class of
          securities of such underwriter any of which are so owned or held by
          the Trustee.

                             As of March 1, 1994
================================================================================
         COL. A            COL. B            COL. C          COL. D
                                          Amount Owned
                                          Beneficially
                                           or Held as
                                           Collateral
                                          Security for   Percent of Class
     Name of Issuer                       Obligations      Represented
          and               Amount         in Default       by Amount
     Title of Class       Outstanding      by Trustee    Given in Col. C  
================================================================================
None.

          In answering this item the trustee has relied in part on
          information furnished by the obligor, and the trustee disclaims
          responsibility for the accuracy or completeness of such information. 
          Trustee has also examined its own books and records for the purpose
          of answering this item.


10.       OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
          AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.  If the trustee owns
          beneficially or holds as collateral security for obligations in
          default voting securities of a person who to the knowledge of the
          trustee (1) owns 10% or more of the voting securities of the obligor
          or (2) is an affiliate, other than a subsidiary, of the obligor,
          furnish the following information as to the voting securities of such
          person.

                             As of March 1, 1994
================================================================================
         COL. A            COL. B            COL. C          COL. D
                                          Amount Owned
                                          Beneficially
                                           or Held as
                                           Collateral
                                          Security for   Percent of Class
     Name of Issuer                       Obligations      Represented
          and               Amount         in Default       by Amount
     Title of Class       Outstanding      by Trustee    Given in Col. C  
================================================================================
Less than 1%.

          In answering this item the trustee has relied in part on
          information furnished by the obligor, and the trustee disclaims
          responsibility for the accuracy or completeness of such information. 
          Trustee has also examined its own books and records for the purpose
          of answering this item.


                                      -5-

<PAGE>   6
11.       OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
          OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
          If the trustee owns beneficially or holds as collateral security for
          obligations in default any securities of a person who to the
          knowledge of the trustee owns 50 percent or more of the voting
          securities of the obligor, furnish the following information as to
          each class of securities of such person any of which are so owned or
          held by the trustee.

                             As of March 1, 1994
================================================================================
         COL. A            COL. B            COL. C          COL. D
                                          Amount Owned
                                          Beneficially
                                           or Held as
                                           Collateral
                                          Security for   Percent of Class
     Name of Issuer                       Obligations      Represented
          and               Amount         in Default       by Amount
     Title of Class       Outstanding      by Trustee    Given in Col. C  
================================================================================
Less than 1%.

          In answering this item the trustee has relied in part on
          information furnished by the obligor, and the trustee disclaims
          responsibility for the accuracy or completeness of such information. 
          Trustee has also examined its own books and records for the purpose
          of answering this item.

The foregoing answers were prepared prior to the ascertainment of the Trustee
of all of the facts and are based on incomplete information.  Such answers are
to be considered as correct unless amended.

12.       INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.  Except as noted in the
          instructions, if the obligor is indebted to the Trustee, furnish the
          following information:

                             As of March 1, 1994
================================================================================
      COL. A                            COL. B                   COL. C

Name of Indebtedness              Amount Outstanding            Date Due

None

================================================================================
13.       DEFAULTS BY THE OBLIGOR.

          (a)     State whether there is or has been a default with respect to 
                  the securities under this indenture.  Explain the nature of 
                  any such default.

                                 NOT APPLICABLE



                                      -6-

<PAGE>   7
          (b)     If the trustee is a trustee under another indenture under 
                  which any other securities, or certificates of interest of 
                  participation in any other securities, of the obligor are 
                  outstanding, or is trustee for more than one outstanding 
                  series of securities under the indenture, state whether 
                  there has been a default under any such indenture or series 
                  identify the indenture or series affected, and explain the 
                  nature of any such default.

                                 NOT APPLICABLE

14.       AFFILIATIONS WITH THE UNDERWRITERS.  If any underwriter is an
          affiliate of the trustee, describe each such affiliation.

                                 NOT APPLICABLE

15.       FOREIGN TRUSTEE.  Identify the order or rule pursuant to which the
          foreign trustee is authorized to act as sole trustee under indentures
          qualified or to be qualified under the Act.

                                 NOT APPLICABLE

16.       LIST OF EXHIBITS

          List below all exhibits filed as a part of this statement of 
          eligibility and qualification.

         *EXHIBIT A
              Articles of Association of Bank of America National Trust and 
              Savings Association (formerly Bank of Italy).  By-Laws of Bank
              of America National Trust and Savings Association.

         **EXHIBIT B
              Copy of Charter under date of March 1, 1927 authorizing Bank of 
              Italy National Trust and Savings Association to commence
              business of banking.

         **EXHIBIT C
              Copy of authorization of the Federal Reserve Board issued under 
              date of November 1, 1930, granting Bank of America National
              Trust and Savings  Association the right to act in a fiduciary
              capacity.

         **EXHIBIT D
              Certificate issued by the Comptroller of the Currency under date 
              of November 1, 1930 evidencing consolidation of Bank of Italy
              National Trust and Savings Association and Bank of America of
              California under the corporate title of Bank of America National
              Trust and Savings Association.

         **EXHIBIT E
              Copy of Charter under date of March 31, 1969, authorizing B.A.
              National Bank to commence business of banking.

         **EXHIBIT F
              Copy of certificate issued by the Comptroller of the Currency 
              under date of April 1, 1969, evidencing the merger of Bank of
              America National Trust and Savings Association into B.A. National
              Bank under the title "Bank of America National Trust and Savings
              Association".

                                      -7-

<PAGE>   8
         **EXHIBIT G
              A copy of the approval for "Bank of America National Trust and
              Savings Association" to operate the presently existing branches of
              Bank of America National Trust and Savings Association.

         EXHIBIT H
              Consent of Bank of America National Trust and Savings Association
              required by Section 321 (b) of the Act.

         **EXHIBIT I
              Copy of the latest Report of Condition at the close of business on
              December 31, 1993 of the Trustee published in response to call 
              made by Comptroller of Currency.

         **EXHIBIT J
              A copy of any order pursuant to which the foreign trustee is
              authorized to act as sole trustee under indentures qualified or 
              to be qualified under the Act.  (NOT APPLICABLE)

         **EXHIBIT K
              Foreign trustees are required to furnish a consent to service of
              process (see Rule 10a-4 under the Act).  (NOT APPLICABLE)

*Exhibit A is incorporated by reference to Exhibit A with Form T-1 Statement,
Registration No. 33-47386.

**Exhibits prefaced by this designation are filed with Securities and Exchange
Commission as exhibits to Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 in connection with the Registration Statement of
Borden Inc., File No.  2-50369, under the same exhibit number and are
incorporated herein by reference.





                                      -8-

<PAGE>   9
                                   SIGNATURE


          Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Bank of America National Trust and Savings Association, a corporation
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City and County of San Francisco,
State of California,_________________________________________.


                                      BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION


                                      By: /s/ KRISTIN M. BOETTGER
                                          Kristin M. Boettger                
                                          Senior Trust Officer               
                                            (Name and Title)



(Seal)

Attest: /s/ JENNIFER HOLDER
        Jennifer Holder             
        Assistant Vice President    





                                      -9-

<PAGE>   10
                                  EXHIBIT "H"


  The undersigned, as Indenture Trustee or prospective Indenture Trustee under
the Indenture dated as of  April 22, 1994  of  KIMBERLY-CLARK CORPORATION 
does hereby consent that reports of examinations by Federal, State,
Territorial, or District authorities may be furnished by such authorities to
the Securities and Exchange Commission upon its request, in accordance with and
to the extent prescribed under Section 321 of the Trust Indenture Act of 1939.


                                      BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION


                                      By: /s/ KRISTIN M. BOETTGER
                                          Kristin M. Boettger 
                                          Senior Trust Officer
                                           (Name and Title)



(Seal)

Attest: /s/ JENNIFER HOLDER
        Jennifer Holder             
        Assistant Vice President    





                                      -10-